1
Exhibit 10.8.1
SUPPLEMENTAL AGREEMENT N. 01
NON EXCLUSIVE OEM SUPPLEMENTAL AGREEMENT
PRODUCTS: AIR STAR/AIRVIEW/AIRMAN
between
▇▇▇▇▇ CORPORATION
SANTA CLARA, CA, USA
and
ITALTEL S.P.A.
MILANO - - ITALY
2
This Supplemental Agreement is made
between
▇▇▇▇▇ Corporation, a company organized and existing under the laws of
California, USA ("▇▇▇▇▇ or Seller")
and
Italtel s.p.a., a company organised and existing under the laws of Italy
("Italtel or Buyer")
WITNESSETH
WHEREAS, as of today the Parties have entered into a Frame Agreement,
which sets forth the general terms and conditions of their cooperation with
respect to the Products as defined in Article 1.02. of the Frame Agreement;
WHEREAS, pursuant to Article 3.01. of the Frame Agreement, the
Parties undertake to enter into a non-exclusive OEM relationship pursuant to
which ▇▇▇▇▇ shall supply to Italtel the Existing ▇▇▇▇▇ Products for world-wide
resale by it to any third party;
WHEREAS, the Parties hereby intend to better define the specific
rules governing their relationship with respect to the above mentioned Existing
▇▇▇▇▇ Products.
NOW, THEREFORE, the Parties do hereby agree as follows:
DEFINITIONS
(a) "Affiliate" has the same meaning of that referred to in Article
1.10 of the Frame Agreement.
(b) "Delivery Interval" means the period of time running from the
date of order until the date of delivery to the Buyer of the Existing ▇▇▇▇▇
Products ordered.
(c) "Existing ▇▇▇▇▇ Products" has the same meaning of that referred
to in Article 1.03 of the Frame Agreement.
-2-
3
(d) "Frame Agreement" means the Agreement entered into between the
Parties as of today, ruling their cooperation with respect to the Products.
(e) "Reference Market Price" has the same meaning of that referred to
in Article 1.8. of the Frame Agreement.
(f) "Related Documentation" means materials useful in connection with
the Products, such as, but not limited to, flow charts, logic diagrams and
listings, program descriptions and specifications.
(g) Other Capitalized terms -- unless otherwise herein defined --
shall have the meanings defined in the Frame Agreement.
(h) Seller shall mean ▇▇▇▇▇.
(i) Buyer shall mean Italtel.
ARTICLE 1 -- SCOPE
This Supplemental Agreement (A) sets forth the terms and conditions
under which Seller agrees to furnish the Existing ▇▇▇▇▇ Products to Buyer for
worldwide distribution by Buyer to its customers by sale, lease, or otherwise;
and (B) establishes the Parties' responsibilities with respect to installation,
maintenance and support of such Existing ▇▇▇▇▇ Products.
ARTICLE 2 -- EXISTING ▇▇▇▇▇ PRODUCTS
2.01 ▇▇▇▇▇ represents that the guaranteed characteristics and
specifications of the Existing ▇▇▇▇▇ Products, both for ETSI and ANSI markets,
at the date of this Supplemental Agreement are those listed in the Annex 1
hereto. ▇▇▇▇▇ may update Annex 1 from time to time, if some characteristics
would change.
2.02 In the spirit of this Supplemental Agreement in case of natural
evolutions and modifications of Existing ▇▇▇▇▇ Products (as better defined in
Article 1.03. of the Frame Agreement) ▇▇▇▇▇ undertakes to timely provide Italtel
with sufficient information and documentation in order to promote the enhanced
and extended Products worldwide.
-3-
4
2.03 If the modified Products should not grant full backward
compatibility, ▇▇▇▇▇ undertakes to produce the previous version of the Existing
▇▇▇▇▇ Products for Italtel for a minimum period of 18 months after the
commercial availability of the enhanced Products.
2.04 The characteristics and conditions related to Quality Assurance
are detailed in the Annex 2 hereto.
2.05 In order to integrate the Existing Products with network
management systems used by Italtel, Italtel may develop and manufacture for its
own exclusive use certain interface cards. ▇▇▇▇▇ shall provide Italtel with the
necessary hardware and software specifications to that purpose.
ARTICLE 3 - - MARKETING RIGHTS
3.01 Italtel will have the non exclusive right to promote, sell or
lease, as a single equipment or together with other products or systems, the
Existing ▇▇▇▇▇ Products in any market freely and with no limitations, with the
exceptions listed in Annex 3.
3.02 Italtel and its Affiliates will have the right to include the
Existing ▇▇▇▇▇ Products in their respective catalogues with their own ▇▇▇▇ and
brand name; Italtel will use reasonable efforts for selling the AirStar Product.
To this purpose ▇▇▇▇▇ agrees to deliver to Italtel the Existing ▇▇▇▇▇ Products
properly marked and externally coloured in accordance with Italtel's
instructions.
3.03 ▇▇▇▇▇ warrants that it does not have nor will undertake any
obligation with anybody conflicting with the rights granted to Italtel pursuant
to this Supplemental Agreement.
ARTICLE 4 -- CONDITIONS OF SUPPLY
4.01 Unless otherwise agreed in relation with a specific project the
following terms and conditions shall be applicable to all orders for the
purchase of the Existing ▇▇▇▇▇ Products (or portion thereof) to be supplied by
▇▇▇▇▇ to Italtel and such terms and conditions shall take preference over any
conflicting or inconsistent terms of Italtel's purchase orders or ▇▇▇▇▇
conditions of sale.
-4-
5
4.02 Italtel, shall purchase the Existing ▇▇▇▇▇ Products by issuing a
written purchase order, to be transmitted by confirmed fax, identifying the
Existing ▇▇▇▇▇ Products to be purchased, the quantity, price, total purchase
order price, shipping instructions (if any), delivery dates and place and any
other specific information impacting on the equipment delivery schedule. ▇▇▇▇▇
shall confirm, by confirmed telefax, any purchase order within one (1) week of
▇▇▇▇▇'▇ receipt thereof, provided its terms are in accordance with those of this
Supplemental Agreement or better ones for ▇▇▇▇▇, if so agreed by the Parties.
Orders not rejected within 1 week shall be deemed accepted. As a general rule,
orders placed in conformity with the forecast and delivery intervals shall be
accepted.
Buyer shall send all orders under this Supplemental Agreement to:
▇▇▇▇▇ Corporation
ATT.: Sales Operations
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
fax: ▇▇▇▇ ▇▇▇ ▇▇▇▇
Orders sent to addresses other than the one specified in this Section
4.03 shall not be valid for the purposes of this Supplemental Agreement.
▇▇▇▇▇ undertakes to supply, for 3 years after the expiration of this
Supplemental Agreement, equipment to Italtel for all the expansions of the
contracts signed by Italtel during the validity of this Supplemental Agreement.
4.03 Depending of the specific indications of the purchase order, the
ordered Products will be delivered FCA Santa ▇▇▇▇▇ (USA).
Delivery dates will be those specified in the order and in any case
the lead time will not be less than the standard lead time declared by ▇▇▇▇▇
with the exception of a different lead time accepted by ▇▇▇▇▇ in writing for
specific orders.
▇▇▇▇▇ declares that standard lead time from the reception of purchase
order to delivery FCA is 4 weeks, provided that the order is within the 6 months
rolling forecast as defined herebelow; any variation in standard lead time will
be promptly notified by written notice to Italtel and accepted by it.
-5-
6
4.04 Italtel will issue monthly a rolling forecast (with the best
possible indications of frequency and configurations) indicating requested
deliveries for the coming six months - divided in months as per Annex 4.
First forecast will be issued by Italtel on the last working day of
the month that follows the date of signature of the Supplemental Agreement.
ARTICLE 5 -- TITLE TO PRODUCTS
Unless otherwise agreed to in writing, title to, and risk of loss and
damage to, Products (except as provided in the section Use of Information) shall
pass to Buyer upon FCA, in accordance with the delivery terms in INCOTERMS, as
republished by the International Chamber of Commerce in 1990.
ARTICLE 6 -- PRICES
6.01 Starting from the signature of this Supplemental Agreement and
up to June 1998, the Reference Market Price is defined by ▇▇▇▇▇. The initial
Reference Market Price is attached under Annex 5.
Special projects will be discussed by the Parties on a case by case
basis.
6.02 After June 1998 the Reference Market Price will be agreed upon
by the Committee, Market Subdivision, provided in the Frame Agreement.
6.03 ▇▇▇▇▇ will ▇▇▇▇▇ a discount on the Reference Market Price as per
points 6.01. and 6.02. as follows:
ANNUAL VOLUME/CALENDAR YEAR DISCOUNT
--------------------------- --------
$[***] million (LEVEL 1) [***]
$[***] million (LEVEL 2) [***]
over [***] million (LEVEL 3) [***]
6.04 The above quantity discount matrix is based on, and applicable
to, the total volume of Products sold by ▇▇▇▇▇ to Italtel or to its Affiliates
in a certain calendar year.
The initial discount for each calendar year will be that of level 2.
[***] CONFIDENTIAL TREATMENT REQUESTED
-6-
7
The Parties shall review the sales volume and forecast quarterly and
if they show a clear trend towards different levels, the Parties shall meet to
finalize a compensation procedure to achieve the correct discount level on the
total sales volume of that specific calendar year.
As an exception to the above for the initial year of deliveries
(1998), the starting level will be level 1.
ARTICLE 7 -- PAYMENTS
7.01 Payments of all amounts contained under this Supplemental
Agreement shall be in U.S. dollars, and invoices shall be rendered in the same
currency. Buyer shall promptly make all payments due under this Supplemental
Agreement by Bank Wire Transfer unless otherwise agreed.
Payment shall be 50 (fifty) days net. Invoices shall not be submitted
prior to Seller's fulfilling its obligation to deliver the Products FCA. Buyer
shall arrange for its bank to remit funds in U.S. dollars by Bank Wire Transfer
with reference to Buyer's Order Number to the bank account which shall be
specified by Seller.
In the event of Italtel delay in payment due to reasons other than
force majeure, ▇▇▇▇▇ may claim from Italtel reimbursement of the financial costs
related to the delayed amount calculated on the basis of 10% per annum.
7.02 Payment shall be made only for the Existing ▇▇▇▇▇ Products
specified in the order. Buyer may deduct from the amount indicated in the
invoice all Products delivered which were not specified. Buyer shall notify
Seller in writing and following acknowledgement by Seller, these Products shall
be returned by Buyer to the Seller at Seller's expense.
7.03 The Seller will not seek payments for services rendered to fix
the Product(s) under warranty. The Seller has listed product's warranty terms
and conditions under Article 11 hereof.
7.04 In the event that ▇▇▇▇▇ fails for reasons other than causes of
force majeure to deliver FCA each batch of the Existing ▇▇▇▇▇ Products or parts
thereof at the respective dates accepted in the relevant purchase order, Italtel
- without prejudice of its right of cancellation of the concerned order - may
claim from ▇▇▇▇▇ penalties equivalent to 0.5% in 1998, 0.75% in 1999, 1%
-7-
8
in 2000 and thereafter of the corresponding price of the complete delayed ▇▇▇▇▇
systems per week of delay without exceeding in any case 5% (five per cent) of
said price. ▇▇▇▇▇ shall inform immediately Italtel in the event it anticipates
any delay in its deliveries and the Parties shall make their best efforts to
minimise the consequences thereof.
ARTICLE 8 -- RESPONSIBILITIES OF SELLER
8.01 ▇▇▇▇▇ agrees to and will provide to Italtel sufficient and
appropriate updated technical documentation necessary for the correct
installation, operation and maintenance of the Products that allow Italtel to
prepare a complete documentation to be supplied to the customer together with
the Products. Italtel shall be responsible at its own expense for translation
into such languages as it chooses.
8.02 ▇▇▇▇▇ agrees to provide to Italtel, by January 1998 two training
courses for Italtel's personnel one on installation, operation, maintenance and
the other one on repair, both at no cost for Italtel for a maximum of 1 week
each. Each Party will be responsible for transportation costs and living
expenses of its own personnel.
8.03 ▇▇▇▇▇ agrees to provide to Italtel supervision for installation
and commissioning services at fair and reasonable terms and conditions.
8.04 During the term of this ▇▇ ▇▇▇▇▇ will be responsible for
supporting the Existing Products, Hardware and Software at the terms and
conditions specified in Annex 6.
In addition to the above and on Buyer's request, ▇▇▇▇▇ will render
hot-line service and/or "on site support". All the Technical Assistance services
and prices therefor are listed in Annex 6. The Parties may update -- by mutual
written agreement from time to time -- Annex 6.
8.05 ▇▇▇▇▇ agrees to provide reasonable advance notification to Buyer
of intended phase out of the Existing Product or specific features, parts or
software releases; in such events Seller shall communicate to the Buyer:
(a) the period of time within which the Buyer can issue a last buy
order of the concerned items;
(b) the quantities of items and relevant spare parts of the said
items available to Buyer under the last buy order option.
-8-
9
▇▇▇▇▇ shall accept and fulfill all orders issued by Italtel for the concerned
items and relevant spare parts during the period of time mentioned under (a)
above.
ARTICLE 9 -- INFORMATION NECESSARY TO FULFILL SELLER'S OR BUYER'S OBLIGATIONS
The Parties shall exchange such technical information, data,
technical support or assistance as may reasonably be required by either Party to
fulfill its obligations under this Supplemental Agreement or any order
hereunder.
ARTICLE 10 -- SPARE PARTS
10.01 ▇▇▇▇▇ shall undertake to supply the Buyer, upon its request,
with spare parts for the Existing Product or substitutes therefor for a period
of ten (10) years from the date of the last shipment of the Existing Product to
the extent that such spare parts or substitutes continue to be manufactured by
▇▇▇▇▇.
The Buyer shall have the right to place a final bulk order for the
spare parts prior to the expiry of the period mentioned under this Article
10.01. ▇▇▇▇▇ shall fulfill the said bulk order with the originally used parts or
equivalent and compatible substitutes.
In the event that any supplier to ▇▇▇▇▇ of components for the
Existing Product notifies ▇▇▇▇▇ of its termination of production of any
component, then ▇▇▇▇▇ shall promptly notify the Buyer of such termination, and
of available substitutes. The Parties shall discuss to determine estimated
quantity of such components necessary to support the Existing Product.
10.02 The Buyer shall purchase recommended spare parts, modules and
consumables for the proper installation, maintenance and repair of the Existing
Product. The delivery schedule of such spares shall be mutually agreed to by the
Parties. Spare parts, modules and consumables list and prices are set forth in
Annex 7 hereto.
-9-
10
ARTICLE 11 - SOURCE INSPECTION
In order to certify the quality of the Products and of its
manufacturing process and to allow Italtel to fulfill its contractual
obligations with the customer, Italtel may at any reasonable time inspect, at
▇▇▇▇▇'▇ facility the various manufacturing steps of the products which will or
may be used in the performance of this Supplemental Agreement and inspect and
test material and workmanship related to the Products purchased hereunder.
Italtel shall give ▇▇▇▇▇ reasonable prior notice of the dates on which the
inspections will take place. All inspections and tests shall be performed in
such a manner as not to delay the work unduly.
The Parties will jointly define specific procedures to carry out the
inspections.
ARTICLE 12 -- WARRANTY
12.01 Seller warrants to Buyer the following:
(a) upon shipment, the Existing ▇▇▇▇▇ Products will be free from
defects in material and workmanship, as well as the software therein contained
will be free from those defects which materially affect its operation and
performance, and will conform to Seller's specifications for such Products
described in Annex 1 to this Supplemental Agreement;
(b) with respect to Products or partial assembly of Products not
manufactured by Seller nor purchased under Seller's procurement specifications,
Seller, to the extent permitted, does hereby extend to Buyer the warranties
given to Seller by its vendor of such Products.
12.02 The term "Warranty Period" means, with respect to Products and
Software covered in Article 12.01 (a) and (b), [***] from the
date of delivery of the Product or Software by Seller. The Warranty Period for a
repaired Product or part thereof excludes the repair time by Seller and is the
remainder of the original Warranty Period or [***] after the delivery
of the repaired item to Buyer, whichever occurs later.
12.03 If, under normal and proper use during the applicable Warranty
Period, a defect or nonconformity appears in a Product,
[***] CONFIDENTIAL TREATMENT REQUESTED
-10-
11
or Software proves to have a defect which affects performance in accordance with
Seller's specifications, or a service proves not to have been done in a careful
and workmanship-like manner, and Buyer notifies Seller in writing of such defect
or nonconformity not later than thirty (30) days after the expiration of such
Warranty Period, the Buyer shall follow Seller's instructions regarding return
of defective or nonconforming materials, and Seller will:
(a) as to Products, at its option, repair or replace such Product
without charge. Buyer shall have the option of removing and reinstalling or
having Seller remove and reinstall the defective or nonconforming Product. In
this case, the cost of the removal and the reinstallation shall be borne by
Buyer;
(b) as to Software, at its option, correct or replace such Software
without charge; corrections may be incorporated free of charge into a new
release of the Software; a Software failure actually causing service disruption,
will be immediately attended to by Seller without waiting for a new software
release.
(c) as to services correct any defects or deficiencies.
12.04 Products returned for repair or replacement will be accepted by
Seller only in accordance with its instructions and procedures for such returns
Seller shall repair or replace the Products within 4 weeks (measured by date of
receipt in Seller's factory to date of shipment from Seller's factory. The cost
of the transportation associated with returning such Product to Seller shall be
borne by Buyer. Seller shall pay the costs of transportation of the repaired or
replaced Product to the destination designated by Buyer. If Seller determines
after consultation with Buyer that a returned Product is not defective, Buyer
shall pay Seller all costs of handling, inspecting, testing and transportation.
Replaced Products or parts shall become Seller's property.
12.05 Seller makes no warranty with respect to defective conditions
or non-conformities caused by any of the following acts: misuse, neglect,
accident or abuse by anyone other than Seller or its subcontractors; improper
wiring, repairing, alteration, improper installation, storage or maintenance by
anyone other than Seller or its subcontractors; use in a manner not in
accordance with the specifications, operating instructions
-11-
12
or license-to-use; failure of Buyer or its customers to implement Seller's
recommended modifications and corrections.
12.06 The foregoing warranties contained in this Article are
exclusive and are in lieu of all other express and implied warranties,
representations, or conditions, statutory or otherwise, including but not
limited to, warranties or conditions of merchantability, or fitness for a
particular purpose. Buyer's sole and exclusive remedy under warranty shall be
Seller's obligation as set forth in this Article 12.
12.07 The Seller shall immediately attend to any of the Software bugs
causing service disruption of customer network even beyond the Warranty Period
correcting or replacing the affected Software without charge to the Buyer.
The Parties will also discuss terms of a Software Maintenance
Contract to take effect after the expiration of the Warranty Period.
ARTICLE 13 -- INFRINGEMENT OF PATENTS
In the event of any claim, action, proceeding or suit by a third
party against Buyer alleging an infringement of any patent, copyright or
trademark, or because of the use, in accordance with Seller's specifications
registered in the United States and the European Community, of any Product
furnished by Seller to Buyer under this Supplemental Agreement, Seller, at his
expense, will defend Buyer, subject to the conditions and exceptions stated
below. Seller will reimburse Buyer for any cost, expense or attorney's fees
incurred at Seller's written request or authorization, and will indemnify Buyer
against any liability assessed against it by final judgment on account of such
infringement or violation arising out of such use or resale.
Seller will, at his expense and at his option, either (i) replace the
Existing ▇▇▇▇▇ Products furnished pursuant to these Rules with a suitable
substitute free of any infringement; (2) modify it so that it will be free of
the infringement; or (3) procure for Buyer a license or other right to use it.
If none of the foregoing options are practical, Seller will remove the enjoined
Product and refund to Buyer any amounts paid to Seller therefor, minus a
reasonable charge for any actual period of use by Buyer.
Buyer shall give Seller prompt written notice of all such claims,
actions, proceedings, or suits alleging infringement or violation and Seller
shall have full and complete authority to assume the
-12-
13
sole defense thereof, including appeals, and to settle the same. Buyer shall,
upon Seller's request and at Seller's expense, furnish all information and
assistance available to Buyer and cooperate in every reasonable way to
facilitate the defense and/or settlement of any such claim, action, proceeding
or suit.
No undertaking of Seller under this clause shall extend to any such
alleged infringement or violation to the extent that it: (1) arises from
adherence to design modifications, specifications, drawings, or written
instructions which Seller is directed by Buyer to follow, but only if such
alleged infringement or violation does not reside in commercial Product of
Seller's design or selection; or (2) arises from adherence to instructions to
apply Buyer's trademark, trade name, or other company identification; or (3)
resides in a Product which is not of Seller's origin and which is furnished by
Buyer to Seller for use under this Supplemental Agreement. In the foregoing
cases number (1) through (3), Buyer will 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 clause.
The liability of Seller, or Buyer, in the cases of (1) through (3)
above, 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 furnished pursuant to this Supplemental Agreement, shall be
limited to the specific undertakings contained in this clause.
ARTICLE 14 -- LICENCE PROVISIONS
14.01 GENERAL: All documentation, technical information, and business
information which either Party furnishes to the other Party under or in
contemplation of this SA, and which bears a proprietary marking or copyright
notice, and all Software and Related Documentation in whatever form recorded and
whether or not part of firmware, furnished by one Party to the other, and all
copies thereof made by the receiving Party, including translations, compilations
and partial copies (hereinafter "Information") shall remain the property of the
furnishing Party and shall be treated by the receiving Party in accordance with
the provisions of this Article.
-13-
14
14.02 LICENSE TO BUYER:
(a) With respect to Information furnished to Buyer for its own use,
Seller grants to Buyer a personal, non-transferable (except as otherwise
provided in this Article) and non-exclusive license to use Information for its
own business operations.
(b) With respect to furnished Information which is related to a
Product sold to Buyer and resold to a customer by Buyer, Seller grants to Buyer,
subject to the provisions of Paragraph 13.04. of this Article, a right to grant
to such customer, a permanent, personal, non-transferable and non-exclusive
right to use such Information solely in or with such Product for installation,
maintenance, or operation of such Products.
(c) Upon Seller's prior written authorization, which authorization
may be of a general nature, Buyer may disclose Information to other persons for
the purpose of Buyer's performing his obligations under this Supplemental
Agreement, provided such other person agrees in writing (a copy of which will be
provided to Seller at his request) to a confidentiality agreement which Seller
will provide to Buyer and which will contain the same conditions imposed upon
Buyer in this Article.
14.03 RESTRICTIONS ON BUYER'S SUBLICENSING RIGHTS: the rights granted
to Buyer in paragraph 14.02. (b) are subject to Buyer obtaining a written
agreement from his sublicensee including the same conditions of confidentiality,
as applicable, as are imposed upon Buyer in paragraph 14.04. of this Article.
14.04. PROVISION OF WRITTEN SUBLICENSES: the written sublicenses
referred to in paragraph 14.03 of this Article shall specify that:
(a) customer is granted a permanent, personal, non-transferable and
non-exclusive right to use the Information in his own premises solely to order
or to evaluate for that purpose the Product for which such Information is
furnished, or to install, operate or maintain such Product or
(b) no title to the intellectual property in such Information is
transferred;
-14-
15
(c) the Information shall not be reproduced or copied, in whole or in
part, except as necessary for authorized use, and each such copy shall contain
the same copyright notice and proprietary marking as appears on the original
Information including diskette markings; and
(d) customer will not reverse-compile or disassemble any Software
contained in such Information.
ARTICLE 15 -- ITALTEL'S INDEMNITY
In the event of any claim, action or proceeding or suit against ▇▇▇▇▇ arising
out of the negligence or willful misconduct of Italtel or its agents in
installing or supporting the Existing ▇▇▇▇▇ Products or arising out of Italtel's
representation of ▇▇▇▇▇ Products in a manner inconsistent with ▇▇▇▇▇'▇ written
materials, Italtel shall at its expense indemnify ▇▇▇▇▇ and defend it against
any and all costs including attorney's fee. The provisions of the third
paragraph of Art. 13 shall apply in reverse.
ARTICLE 16 -- NOTICE
All notices or other communications required or permitted to be given under
these rules shall be made in writing, by telex or telefax or mail, to the person
and address set forth below, or such other address as may be designated in
writing hereafter:
To Seller
▇▇▇▇▇ CORPORATION
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ - USA
fax no. :+l.▇▇▇.▇▇▇.▇▇▇▇
E-mail: ▇▇▇▇▇@▇▇▇▇▇-▇▇▇▇.▇▇▇
To Buyer
Italtel s.p.a.
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Centro Direzionale ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇' ▇▇▇▇▇▇
▇▇▇▇▇▇- ▇▇▇▇▇
fax no.: ▇▇▇▇.▇.▇▇▇▇.▇▇▇▇
E-mail: ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇
-15-
16
ARTICLE 17 -- TERM
This Supplemental Agreement shall remain in effect for a period of
five (5) years from the date of its signature or upon termination or expiry of
the Frame Agreement, which event occurs first. Independently, this Agreement may
also be terminated by either Party with notice to the other Party sixty (60)
days after a material breach by the other Party.
The Parties may agree to terminate this Supplemental Agreement, or to
extend it, under the same or different terms and conditions.
ARTICLE 18 -- MISCELLANEOUS
A. COUNTERPARTS: This Supplemental Agreement shall be executed in two
counterparts, each of which will be deemed an original and both of which, taken
together, shall constitute the same document.
B. ISO-9000: Seller will promptly inform Buyer in the event Seller is
no longer certified under ISO-9000 standards.
▇▇▇▇▇ Corporation Italtel s.p.a.
/s/ ▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇▇ /s/ ITALTEL S.P.A.
---------------------------------- ----------------------------------
11/19/99 Nov. 28, 1997
---------------------------------- ----------------------------------
Date Date
Munich Milano
---------------------------------- ----------------------------------
Place Place
-16-
17
SUPPLEMENTAL AGREEMENT NR. 01
LIST OF ANNEXES
ANNEX 1 GUARANTEED CHARACTERISTICS AND SPECIFICATIONS OF EXISTING
▇▇▇▇▇ PRODUCTS
ANNEX 2 QUALITY ASSURANCE CHARACTERISTICS AND CONDITIONS
ANNEX 3 EXCLUSIVITY COMMITMENTS OF ▇▇▇▇▇
ANNEX 4 FORECAST AND DELIVERIES MATRIX
ANNEX 5 INITIAL REFERENCE MARKET PRICE LIST
ANNEX 6 TECHNICAL ASSISTANCE SERVICES
ANNEX 7 SPARE PARTS, MODULES AND CONSUMABLES LIST AND PRICES
-17-
18
ANNEX 1
TO SUPPLEMENTAL AGREEMENT NR. 01
GUARANTEED CHARACTERISTICS AND SPECIFICATIONS OF EXISTING ▇▇▇▇▇ PRODUCTS
SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR.
RELEASE 1.0, DRAFT REV 1.1
DATED NOVEMBER 10, 1997
-18-
19
ANNEX 2
TO SUPPLEMENTAL AGREEMENT NR. 01
QUALITY ASSURANCE CHARACTERISTICS AND CONDITIONS
▇▇▇▇▇'▇ quality program is an integral part of ▇▇▇▇▇'▇ business process and is
involved in all aspects of the activities that occur within ▇▇▇▇▇ on a daily
basis. In the area of ▇▇▇▇▇ products, the quality program starts at the earliest
phase in the new product design and progresses throughout the life cycle of the
product. It includes design control's and evaluations, manufacturing readiness
evaluations prior to release for manufacture, full documentation of all parts,
materials and processes, material and vendor testing and controls, full product
evaluation and testing prior to shipment to the end users, and a complete
customer service activity to resolve any issues that may occur after shipment.
▇▇▇▇▇'▇ quality program is based on ISO-9001 Quality System Requirements and
▇▇▇▇▇ has been registered by the British Standards Institute (BSI) after having
been evaluated through an exhaustive set of audits to those requirements.
▇▇▇▇▇'▇ registration number is #xxxxxx, and this initial registration was
received in March of 1997. Since that time, ▇▇▇▇▇ has had a follow-up six month
audit by BSI and successfully passed this additional evaluation. Continuing
audits of the ▇▇▇▇▇ system can be expected to be completed on a six month basis.
In addition to the BSI registration, ▇▇▇▇▇ has been evaluated and audited by the
British Approvals Board for Telecommunications (BABT) and has received their
Full Quality Assurance Approval (FQAA) so that ▇▇▇▇▇ quality system and testing
procedures have been approved for testing of the Digital products produced by
▇▇▇▇▇. FQAA approval was received after a comprehensive audit of ▇▇▇▇▇'▇ quality
system that was similar in content and thoroughness to the ISO registration
audit. This approval was also received in March of 1997 and since that time,
▇▇▇▇▇ has had a successful follow-up audit which allows for continuation of
▇▇▇▇▇'▇ FQAA approval.
-19-
20
To assure that all products produced by ▇▇▇▇▇ meet the requirements specified by
▇▇▇▇▇'▇ product specifications or the special requirements imposed by ▇▇▇▇▇
customers, ▇▇▇▇▇ has implemented a comprehensive system of quality assurance
analysis and test that starts at the earliest part of the production process:
- Components are carefully selected to assure that their performance had been
proven in the environments that ▇▇▇▇▇'▇ products will see in use. Custom
parts and Materials are specially tested and evaluated by ▇▇▇▇▇ to assure
reliable performance. To the extent possible, Supplier Quality Systems must
meet the requirements of ISO-9000. When this is not possible, ▇▇▇▇▇
evaluates the Supplier systems to assure that their approach to quality
assurance provides products that meet all applicable requirements.
- Material received by ▇▇▇▇▇, is evaluated upon receipt to see that it meets
specified requirements. Material that is found to be discrepant is
evaluated to identify the specific problem found and the supplier contacted
to determine the corrective and preventive action that must be taken so
that defective material is not received in the future.
- As product moves through the production line, it is evaluated by trained
production operators to assure that it meets all of the quality
requirements necessary for acceptable product performance. An on line
quality information system (Quality Feedback System) is utilized to
maintain the data associated with evaluations and test. Each step in the
production process is entered into QFS by the use of bar codes, and if any
step should be missed, or has defects associated with it, the system will
prevent the product from moving on in the production flow. Data from this
system is utilized to analyze failure modes and to establish the corrective
and preventive actions necessary to eliminate the problem.
- At the system level, products are subjected to a wide range of tests and
evaluations to assure that they will work in the customers applications.
These tests include Environmental Stress Screening (ESS), electrical
performance tests, calibration tests, and any other tests and evaluations
deemed necessary to assure superior performance. Burn-in tests and other
tests necessary to weed out early failures are conducted at various levels
of the production cycle.
- All products are packaged in specially designed materials and containers
that have been tested to assure that they will survive the rigorous and
difficult environments that are seen in transporting and handling Digital
Radio products.
-20-
21
Continuous improvement and total customer satisfaction are the cornerstones of
▇▇▇▇▇'▇ quality system and reflect the major content of ▇▇▇▇▇'▇ quality policy.
Continuous improvement is a way of life at ▇▇▇▇▇. Not only improvement in the
quality of the products ▇▇▇▇▇ produces, but improvement in product performance,
in ▇▇▇▇▇'▇ business systems, and overall service to the customers. In its drive
to achieve total customer satisfaction ▇▇▇▇▇ has fully staffed a Customer
Services Organization that responds to customer requirements and issues as they
occur. This organization stands ready to respond to Customers requests as they
arise and is continuously seeking ways of improving overall service.
▇▇▇▇▇'▇ Quality Assurance Manual has been written to reflect the actual
operating methods employed by ▇▇▇▇▇ during all phases of its business and
product life. This manual describes all parts of the ▇▇▇▇▇ quality Assurance
System and is available for review by customers. If forms the basis for a
comprehensive system of documents that describe the actual procedures that are
used by Netro personnel in the performance of their duties. Employee's are
thoroughly trained in all aspects of the Quality Manual and the Company
Operating Procedures and part of each employee responsibility is to understand
and use ▇▇▇▇▇'▇ quality policy and overall quality system. This well trained and
competent work force assures ▇▇▇▇▇ customers of superior radio products.
▇▇▇▇▇ will also deliver a copy of its quality manual to Italtel promptly when it
is available.
-21-
22
ANNEX 3
TO SUPPLEMENTAL AGREEMENT NR. 01
EXCLUSIVITY COMMITMENTS OF ▇▇▇▇▇
▇▇▇▇▇▇ RFQ DATED AUGUST 8, 1997 WITH NORTEL
-22-
23
ANNEX 4
TO SUPPLEMENTAL AGREEMENT NR. 01
FORECAST AND DELIVERIES MATRIX
2000 AND
1998 1999 THEREAFTER
----------- -------------- ---------------- ---------------
Firm Orders first [***] months first [***] month [***] month
Binding Forecast [***] to [***] month [***] to [***] month [***] month
qty: [***]%/[***]% qty: [***]%/[***]% qty: [***]%/[***]%
[***] to [***] month [***] to [***] month [***] month
qty: [***]%/[***]% qty: [***]%/[***]% qty: [***]%/[***]%
Non Binding Forecast -- [***] to [***] month [***] to [***] month
[***] CONFIDENTIAL TREATMENT REQUESTED
-23-
24
ANNEX 5
---------------------------------------------------------------------------------------------------------------------------
MARKET
DESCRIPTION FIELD TRIAL PRICING - LIMITED DEPLOYMENTS REFERENCE
ITEM MODEL NO. PRICING VALID FROM OCTOBER 1, 1997 - FEBRUARY 28, 1998 PRICE
---------------------------------------------------------------------------------------------------------------------------
Base Station Shelf ▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Control Card, Trunk Card,
and Power 2 x STM-1Trunk [***]
(BSS) BSS-E 2220-00 Base Station Shelf, Redundant Control Card, Trunk Card,
and Power 2 x E3 Trunk [***]
---------------------------------------------------------------------------------------------------------------------------
Base Station BSC-E-2000-00 Control card, 2 channels, total
throughput [***]Mb/s, with CellMAC [***]
Controller (BSC) BSC-F-2000-00 Control card, 2 channels, total
throughput [***]/s, with CellMAC [***]
---------------------------------------------------------------------------------------------------------------------------
Base Station Modem BMU-E-2000-00 Modem Unit, Two port modem, 8Mb/s per ▇▇▇▇,
▇▇▇▇, ETS standards [***]
Unit (BMU) BMU-F-2000-00 Modem Unit, Two port modem, 10Mb/s per port,
4QAM, FCC standards [***]
---------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇-▇▇▇▇-▇▇ Radio Unit, ETSI 7 MHz Channelization, 26GHz,
90 degree sector, Band 1, integral antenna [***]
Unit (BRU) BRU-E-2611-01 Radio Unit, ETS 7 MHz Channelization, 26GHz,
45 degree sector, Band 1, integral antenna [***]
BRU-E-2603-01 Radio Unit, ETS 7 MHz Channelization, 26GHz, 90 degree sector,
Band 3, integral antenna [***]
BRU-E-2613-01 Radio Unit, ETS 7MHz Channelization, 26GHz, 45 degree sector,
Band 3, integral antenna [***]
BRU-F-2401-00 Radio ▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, 90 degree sector,
Band 1 (gain = 15dBi) [***]
BRU-F-2411-00 Radio ▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, 45 degree sector,
Band 1 (gain = 18dBi) [***]
---------------------------------------------------------------------------------------------------------------------------
Subscriber Access SAS-E-1001-01 Access System, 2 x E1 ports [***]
System (SAS) SAS-E-1002-01 Access System, 2 x E1 ports, 10BaseT port [***]
SAS-F-1001-00 Access System, 2 x T1 ports [***]
SAS-F-1002-00 Access System, 2 x T1 ports, 10BaseT port [***]
---------------------------------------------------------------------------------------------------------------------------
Subscriber Radio SRU-E-2602-01 Radio Unit, ETSI, 26GHz Band 2, Integral Antenna [***]
Unit (SRU) SRU-E-2604-01 Radio Unit, ETSI, 26GHz Band 4, Integral Antenna [***]
SRU-F-2402-00 Radio Unit, FCC, 24GHz Band 2, Integral Antenna [***]
---------------------------------------------------------------------------------------------------------------------------
AirView Options ▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇ with Windows 95 Laptop [***]
▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇ with Windows 95 Desktop [***]
▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇ software - CD-ROM [***]
---------------------------------------------------------------------------------------------------------------------------
T1 FCC compliant product is currently available only at 24 GHz.
Pricing for the 24 GHz product is provided here - it should be used for
budgetary purposes only An FCC compliant T1 product operating at 38 GHz is
planned for mid-1998. Please consult ▇▇▇▇▇ for specific pricing and
availability.
[***] CONFIDENTIAL TREATMENT REQUESTED
-1-
25
Annex 5
--------------------------------------------------------------------------------------------------------------------------
MARKET
DESCRIPTION FIELD TRIAL PRICING - LIMITED DEPLOYMENTS REFERENCE
ITEM MODEL NO. PRICING EFFECTIVE FROM MARCH 1, 1998 PRICE
--------------------------------------------------------------------------------------------------------------------------
Base Station Shelf ▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Control Card, Trunk Card,
and Power 2 x STM-1 Trunk [***]
(BSS) ▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Control Card, Trunk Card,
and Power 2 x E3 Trunk [***]
--------------------------------------------------------------------------------------------------------------------------
Base Station BSC-E-2000-01 Control card, 2 channels, total throughput [***]Mb/s,
with CellMAC, with redundant support [***]
Controller (BSC) BSC-F-2000-01 Control card, 2 channels, total throughput [***]Mb/s,
with CellMAC, with redundant support [***]
--------------------------------------------------------------------------------------------------------------------------
Base Station BMU-E-2000-01 Modem Unit, Two Port modem, 8Mb/s per port, 4QAM, ETSI
standards, with redundant support [***]
Modern Unit (BMU) BMU-F-2000-01 Modem Unit, Two port modem, 10Mb/s per port, 4QAM, FCC
standards, with redundant support [***]
--------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇-▇▇▇▇-▇▇ Radio Unit, ETSI 7 MHz Channelization, 26GHz, 90 degree sector,
Band 1, integral antenna [***]
Unit (BRU) BRU-E-2611-01 Radio Unit, ETSI 7 MHz Channelization, 26GHz, 45 degree sector, Band 1,
integral antenna [***]
BRU-E-2603-01 Radio Unit, ETSI 7 MHz Channelization,
26GHz, 90 degree sector. Band 3, integral antenna [***]
BRU-E-2613-01 Radio Unit, ETSI 7 MHz Channelization,
26GHz, 45 degree sector, Band 3, integral antenna [***]
BRU-E-1001-01 Radio Unit, ETSI 7MHz Channelization,
10.5GHz, 90 degree sector, Band 1, integral antenna* [***]
BRU-E-1011-01 Radio Unit, ETS 7 MHz Channelization,
10.5GHz, 45 degree sector, Band 1, integral antenna* [***]
BRU-F-2401-01 Radio ▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, 90 degree
sector, Band 1, (gain = 15dBi) [***]
BRU-F-2411-01 Radio ▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇,
45 degree sector, Band 1, (gain = 18dBi) [***]
--------------------------------------------------------------------------------------------------------------------------
Relay Switching ▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ Switching Module - 2 RU height for Release 1 BSC/BMU [***]
Matrix (RSM)
--------------------------------------------------------------------------------------------------------------------------
Subscriber Access SAS-E-1001-01 Access System, 2 x El ports [***]
System (SAS) SAS-E-1002-01 Access System, 2 x El ports, 10BaseT port [***]
SAS-F-1001-01 Access System, 2 x T1 ports [***]
SAS-F-1002-01 Access System, 2 x T1 ports, 10BaseT port [***]
--------------------------------------------------------------------------------------------------------------------------
Subscriber Radio SRU-E-2602-01 Radio Unit, ETSI, 26GHz Band 2, Integral Antenna [***]
Unit (SR U) SRU-E-2604-01 Radio Unit, ETSI, 26GHz Band 4, Integral Antenna [***]
SRU-E-1002-01 Radio Unit, ETSI, 10.5GHz Band 2, Integral Antenna [***]
SRU-F-2402-01 Radio Unit, FCC, 24GHz Band 2, Integral Antenna [***]
--------------------------------------------------------------------------------------------------------------------------
AirView Options ▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇ with Windows 95 Laptop [***]
▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇ with Windows 96 Desktop [***]
▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇ software - CD-ROM [***]
--------------------------------------------------------------------------------------------------------------------------
NOTE: *10.5 GHz equipment is not available before May 1, 1998 - check with ▇▇▇▇▇
for exact availability dates.
-----------------------------------------------------------------------------------------------------------------------------
MARKET
REFERENCE
SYSTEM LEVEL PRICING PRICE
-----------------------------------------------------------------------------------------------------------------------------
4 SECTOR BASE STATION - RELEASES 1
ETSI 26GHz, 16Mb/s Capacity Per Sector, Non Redundant [***]
ETSI 26GHz, 16Mb/s Capacity Per Sector, Redundant at Modem, Sector Controller, and Radio Unit Level [***]
SUBSCRIBER TERMINALS - RELEASE 1
ETSI 26 GHz 2 x E1 [***]
▇▇▇ ▇▇ ▇▇▇, ▇ x ▇▇, ▇▇▇▇▇▇▇ [***]
-----------------------------------------------------------------------------------------------------------------------------
[***] CONFIDENTIAL TREATMENT REQUESTED
-2-
26
ANNEX 6
TO SUPPLEMENT AGREEMENT NR. 01
TECHNICAL ASSISTANCE SERVICES
SERVICE DESCRIPTION PRICE LIST
------- ----------- ----------
EMERGENCY ASSISTANCE
Problem resolution Assistance Assisting Italtel in the resolution of technical [***] per day
problems when on-site assistance is requested by
Italtel and Tier III assistance is needed.
Hotline and software fix support Tier III (Engineering level) support provided by [***] of product
telephone to Italtel during ▇▇▇▇▇'▇ normal purchases
business hours. Italtel to provide Tier I & II
support to Italtel's customers. Software fixes
provided to Italtel as developed by ▇▇▇▇▇.
▇▇▇▇▇ maintains the current release of software
shipping plus one release prior. The support of
prior releases of software is on a "best efforts"
basis.
[***] CONFIDENTIAL TREATMENT REQUESTED
27
RESPONSIBILITIES:
---------------------------------------------------------------------------------------------------------------
TIER # ORGANIZATION PROVIDING SUPPORT GENERAL DUTIES
---------------------------------------------------------------------------------------------------------------
TIER 1 End User Operations and/or Italtel Assist operations personnel.
Tier 1 Technical Support Provide product technical information to users.
Provide installation and configuration support to
users.
Perform first level diagnostic operations.
Gather technical problem data.
Remove and replace hardware.
Escalate to Tier 2 support.
---------------------------------------------------------------------------------------------------------------
TIER 2 Italtel Tier 2 Technical Support Be familiar with the technical environment
including integrated 3rd party products.
Confirm that a hardware or software failure has
occurred.
Recommend operational workarounds.
Utilize appropriate test equipment.
Analyze traces, gather specific failure data.
Have in-depth, specialized product knowledge.
Create complex failure environments.
Duplicate failure conditions in a lab
environment.
Recommend workarounds and probable failure
causes.
Assist Tier 3 support in characterizing and
duplicating failure events.
---------------------------------------------------------------------------------------------------------------
TIER 3 Italtel and/or ▇▇▇▇▇ Support Have specific engineering level knowledge of
▇▇▇▇▇'▇ products.
Recommend and create hardware or software product
modifications.
Diagnose problems not identified by Tier 2
Support.
---------------------------------------------------------------------------------------------------------------
28
ITALTEL - ▇▇▇▇▇ CORPORATION PROBLEM PRIORITY DEFINITIONS
PROBLEM PRIORITY DEFINITIONS:
Priority 1: An existing network or link is inoperable or there is a
situation that causes Critical impact to the Customer's
business operation. Italtel is providing Tier II support
and requests assistance from ▇▇▇▇▇. Italtel, ▇▇▇▇▇ and the
customer will commit full-time resources to resolve the
situation. The situation may be resolved by a fix, a
workaround, an upgrade to the software, or an operational
change that allows the customer to gain operational
stability.
Priority 2: The operation of an existing network or link is severely
degraded, or significant aspects of the Customer's business
operation are being negatively impacted by unacceptable
hardware or software performance. The customer is able to
maintain operations but in a severely degraded manner.
Italtel is providing Tier II support to the customer and
requests assistance from ▇▇▇▇▇. Italtel, ▇▇▇▇▇ and the
Customer will commit resources as deemed necessary to
resolve the situation. The situation may be resolved by a
fix, a workaround, an upgrade to the software, or an
operational change that allows the customer to gain
operational stability.
Priority 3: Operational performance of the network is impaired while
most business operations remain functional. Italtel, ▇▇▇▇▇
and the Customer are willing to commit resources during
Standard Business Hours to restore service to satisfactory
levels. The situation may be resolved by a fix, a
workaround, an upgrade to the software, or an operational
change that allows the customer to gain operational
stability.
Priority 4: Information or assistance is required on ▇▇▇▇▇ product
capabilities, installation, or configuration. There is
clearly little or no impact to the Customer's business
operation. ▇▇▇▇▇ and Customer are willing to provide
resources during Standard Business Hours to provide
information or assistance as requested. If a fix or
workaround is deemed necessary, it may be provided in a
later release of the software or the Customer may be
requested to upgrade to a higher level of software to
resolve the issue.
29
AIRSTAR(TM) SPARES PRICE List
ANNEX 7
--------------------------------------------------------------------------------------------------------------------------------
SPARES PRICING PRICE WITH PRICE WITH
MODEL NO. PRICING VALID FROM OCTOBER - FEBRUARY STANDARD LEAD TIME EXPEDITED SHIPMENT
--------------------------------------------------------------------------------------------------------------------------------
▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Control Card, Trunk Card,
and Power, 2 x STM-1 Trunk [***] [***]
▇-▇-▇▇▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Control Card, Trunk Card,
and Power, 2 x E3 Trunk [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
BSC-E-2000-00 Control card, 2 Channels, total throughput [***]Mb/s, with CellMAC [***] [***]
BSC-F-2000-00 Control card, 2 channels, total throughput [***]Mb/s, with CellMAC [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
IMU-E-2000-00 Modem Unit, Two port modem, 8Mb/s per port, 4QAM, ETSI standards [***] [***]
IMU-F-2000-00 Modem Unit, Two port modem, 10Mb/s per port, 4QAM, FCC standards [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
BRU-E-2601-01 Radio unit, ETSI 7 MHz Channelization, 26GHz, 90 degree sector,
Band 1, integral antenna [***] [***]
BRU-E-2611-01 Radio unit, ETSI 7 MHz Channelization, 26GHz, 45 degree sector,
Band 1, integral antenna [***] [***]
BRU-E-2603-01 Radio unit, ETSI 7 MHz Channelization, 26GHz, 90 degree sector,
Band 1, integral antenna [***] [***]
BRU-E-2613-01 Radio unit, ETSI 7 MHz Channelization, 26GHz, 45 degree sector,
Band 1, integral antenna [***] [***]
BRU-F-2401-01 Radio unit, ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, 90 degree sector,
Band 1, (gain = 15dBi) [***] [***]
BRU-F-2411-01 Radio unit, ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇, (▇▇▇▇ - ▇▇▇▇▇) [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
SAS-E-1001-01 Access System, 2 x E1 ports [***] [***]
SAS-E-1002-01 Access System, 2 x E1 ports, 10BaseT port [***] [***]
SAS-F-1001-00 Access System, 2 x T1 ports [***] [***]
SAS-F-1002-00 Access System, 2 x T1 ports, 10BaseT port [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
SRU-E-2602-01 Radio Unit, ETSI, 26GHz Band 2, Integral Antenna [***] [***]
SRU-E-2604-01 Radio Unit, ETSI, 26GHz Band 2, Integral Antenna [***] [***]
SRU-F-2402-00 Radio Unit, FCC, 24GHz Band 2, Integral Antenna [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇ with Windows 95 Laptop [***] [***]
▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇ with Windows 95 Desktop [***] [***]
▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇ software - CD-ROM [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
EXPECTED SHIPMENT: `BEST EFFORT' SHIPMENT WITHIN 5 BUSINESS DAYS OF ORDER.
T1 FCC compliant product is currently available only at 24 GHz.
Pricing for the 24 GHz product is provided here it should be used for budgetary
purposes only An FCC compliant T1 product operating at 38 GHz is planned for
mid-1998. Please consult ▇▇▇▇▇ for specific pricing and availability.
[***] CONFIDENTIAL TREATMENT REQUESTED
-1-
30
AirStar(TM) Spares Price List
Annex 7
--------------------------------------------------------------------------------------------------------------------------------
PRICE WITH PRICE WITH
SPARES PRICING - RELEASE 1 FEATURES - LARGE SCALE DEPLOYMENTS STANDARD LEAD EXPEDITED
MODEL NO. PRICING EFFECTIVE FROM MARCH 1, TIME SHIPMENT
--------------------------------------------------------------------------------------------------------------------------------
B655 E 2221-00 Base Station Shelf, Redundant Control Card,
Trunk Card, and Power 2 x STM-1 Trunk [***] [***]
BSS E 2220-00 Base Station Shelf, Redundant Control Card,
Trunk Card, and Power 2 x E3 Trunk [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
BSC-E-2000-01 Control card, 2 channels, total throughput [***]Mb/s, with CellMAC [***] [***]
BSC-F-2000-01 Control card, 2 channels, total throughput [***]Mb/s, with CellMAC,
with redundant support [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
BMU-E'2000-01 Modem Unit, Two port modem, 8Mb/s per port, 4QAM, ETSI standards [***] [***]
BMU-F-2000-01 Modem Unit, Two port modem, 10Mb/s per port, 4QAM, FCC standards,
with redundant support [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
BRU-E-2601-01 Radio Unit, ETSI 7 MHz Channelization, 26GHz, 90 degree sector,
Band 1, integral antenna [***] [***]
BRU-E-2611-01 Radio Unit, ETSI 7 MHz Channelization, 26GHz, 45 degree sector,
Band 1, integral antenna [***] [***]
BRU-E-2603-01 Radio Unit, ETSI 7 MHz Channelization, 20GHz, 90 degree sector,
Band 3, integral antenna [***] [***]
BRU-E-2613-01 Radio Unit, ETSI 7 MHz Channelization, 20GHz, 45 degree sector,
Band 3, integral antenna [***] [***]
BRU-E-1001-01 Radio Unit, ETS MHz Channelization, 10.5GHz, 90 degree sector,
Band 1, integral antenna [***] [***]
BRU-E-1011-01 Radio Unit, ETSI MHz Channelization, 10.5GHz. 45 degree sector,
Band 1, integral antenna [***] [***]
BRU-F.2401-01 Radio Unit, FCC 10MHz Channelization, 24GHz, 90 degree sector,
Band 1 (gain = 15dBi) [***] [***]
BRU-F-2411-01 Radio Unit, FCC 10MHz Channelization, 24GHz, 45 degree sector,
Band 1 (gain = 18dBi) [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
RSM-E-l00101 Redundancy Switching Module - 2 RU height for Release 1 BSC/BMU [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
SAS-E-1001-01 Access System, 2 x E1 ports [***] [***]
SAS-E-1002.01 Access System, 2 x E1 ports, 10BaseT port [***] [***]
SAS-F-1001-01 Access System, 2 x T1 ports [***] [***]
SAS-F-1002-01 Access System, 2 x T1 ports, 10BaseT port [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
SRU-E-2602-01 Radio Unit, ETSI, 26GHz Band 2, Integral Antenna [***] [***]
SRU-E-2604-01 Radio Unit, ETSI, 26GHz Band 4, Integral Antenna [***] [***]
SRU-E-1002-01 Radio Unit, ETSI, 10.5GHz Band 2. Integral Antenna [***] [***]
SRU-F-2402-01 Radio Unit, FCC, 240Hz Band 2, Integral Antenna [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇ with Windows 95 Laptop [***] [***]
▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇ with Windows 95 Desktop [***] [***]
▇▇▇-▇-▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇ software - CD-ROM [***] [***]
--------------------------------------------------------------------------------------------------------------------------------
NOTE: 10.5GHz equipment is not available before May 1,1998 - check with ▇▇▇▇▇
for exact availability dates
EXPEDITED SHIPMENT: `BEST EFFORT' SHIPMENT WITHIN 5 BUSINESS DAYS OF ORDER.
-2-