Exhibit 10.6
STATEMENT OF WORK NO. 2
THIS STATEMENT OF WORK NO. 2 (this "Statement of Work" or "SOW"), effective as
of April 10, 2002 (the "SOW Effective Date"), is entered into by and between
Triton PCS Equipment Company L.L.C. ("Triton") and Ericsson Inc. ("Ericsson")
(each individually referred to as a "Party" and collectively referred to as the
"Parties"), and is hereby made a part of and subject to the terms and conditions
of the Master Purchase Agreement, effective as of September 21, 2001, between
Triton and Ericsson ("the "Master Purchase Agreement").
1. Term. The term of this Statement of Work will commence on the SOW
Effective Date and will thereafter continue for a period of two (2)
years. Upon expiration of such 2-year initial term, this Statement of
Work will be automatically extended for successive two-year periods
unless either Party provides to the other Party a written notice of
termination no less than sixty (60) days prior to the expiration of the
then existing term of this Statement of Work.
2. Scope of Project. The scope of the project under this Statement of Work
(this Project") is to build and expand Triton's GSM/GPRS/EDGE/UMTS
network for a total of ***** sites, as follows:
(a) Triton will purchase from Ericsson, and Ericsson will provide
to Triton, the Products and Services in this Project in the
following two (2) phases:
(1) Phase 1. In Phase 1 of this Project, Triton will
purchase from Ericsson, and Ericsson will provide to
Triton, the Products and Services for ***** sites in
2002.
(2) Phase 2. In Phase 2 of this Project, Triton will
purchase from Ericsson, and Ericsson will provide to
Triton, the Products and Services for additional
***** sites in 2003.
Unless otherwise mutually agreed in writing by the parties,
each of the ***** sites will be of one of the types and
configurations described in Exhibit A hereto. For avoidance of
doubt, Ericsson will provide Triton with the Products and
Services under this Statement of Work, at the price set forth
in Attachment A to the Master Purchase Agreement, at (i) a
discount of *****% for all access Products and Services,
*****% for all core Products and Services (should Triton elect
to purchase Ericsson core during the term of this SOW), or
(ii) such a higher discount as may be mutually agreed in
writing by Ericsson and Triton. Ericsson and Triton agree that
Attachment A may be amended or supplemented from time to time
by the parties' mutual agreement in writing, in which event
the discounts provided above in this Section 2(a) will apply
to the applicable Products and Services included in Attachment
A, as amended or supplemented.
(b) With respect to the Products and Services purchased by Triton
hereunder, Ericsson will, ***** provide shipping,
installation, integration and initial optimization in
accordance with the Master Purchase Agreement, including
without limitation the provisions outlined in Attachment A-1
Included Items and Attachment E thereto with the understanding
that Attachment E will be modified by the parties' mutual
agreement in writing to reflect the agreements made related to
this SOW.
(c) Ericsson will provide dedicated installation teams for the
installation of all Products purchased by Triton hereunder.
The project management teams of both Triton and
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Ericsson will jointly manage the work schedule, the members,
and the management and coordination of such installation
teams.
(d) In this Project, Ericsson will perform the initial RF design
and frequency plan *****
3. Build Out Plan. In accordance with the provisions of the Master
Purchase Agreement, the Parties will work together in good faith to
mutually agree upon the Build Out Plan for this Project.
4. Billing and Terms of Payment. With respect to the Products and Services
delivered by Ericsson to Triton in 2002 under this Statement of Work,
Ericsson will invoice Triton the applicable prices, charges and fees
according to the following schedules:
(1) Invoices for Products to be installed by Ericsson,
together with the related Services (except for
periodic services) will be issued for (i) *****% of
the charges upon Ericsson's delivery of the Products,
(ii) *****% of the charges upon installation of the
Products, and (iii) *****% of the charges upon the
later of (x) Acceptance of the Products, or (y)
*****.
(2) Invoices for periodic services, including without
limitation Customer Support Services, will be issued
at the beginning of each calendar month for such
periodic services to be provided by Ericsson in such
calendar month.
(3) Invoices for Products not included for installation
by Ericsson will be issued for *****% of the charges
upon Ericsson's delivery of the Products.
Except as otherwise set forth in the foregoing in this Section 4, the
terms and conditions of the Master Purchase Agreement (including
without limitation Section 5 (Billing and Terms of Payments) thereof),
will apply to the Products and Services delivered by Ericsson to Triton
under this Statement of Work.
5. Contingency. *****
6. Waiver of TDMA MSC Purchase Obligation. Upon execution of this
Statement of Work, Triton will no longer be obligated to purchase from
Ericsson such one additional MSC5000+ as set forth in Section 5(ii) of
the Third Addendum to the Acquisition Agreement between the Parties.
7. GAIT Phones. ***** Ericsson will provide Triton with (i) ***** T62u
model phones no later than *****, and (ii) ***** T62u model phones no
later than *****. Each such T62u model phone will be a GAIT phone that
has EOTD capability and supports roaming on TDMA (digital and analog)
and GSM networks. *****
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8. Interoperability. It is the parties' intent and expectation that the
Products provided by Ericsson to Triton hereunder will conform to the
applicable industry standards for GSM and GPRS (the "Standards") and
will interoperate with third-party products used by Triton in its
GSM/GPRS/EDGE/UMTS network that conform to the Standards. In the event
that during the term of this Statement of Work, any Product provided by
Ericsson to Triton hereunder fails to interoperate with any such
third-party product as a result of such Ericsson Product's failure to
conform to the Standards, Ericsson and Triton will work together in
good faith to resolve any such interoperability issue, which resolution
may include, without limitation, Ericsson's provision of an interface
to Triton to enable the Ericsson Product to interoperate with such
third-party product, at no additional charge to Triton.
IN WITNESS WHEREOF, the Parties by their duly authorized representatives have
executed this Statement of Work as of the SOW Effective Date.
ERICSSON INC TRITON PCS EQUIPMENT COMPANY
L.L.C.
By: Triton Management Company, Inc.,
its manager
By: /s/ G. ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- --------------------------------
Printed Name: G. ▇▇▇▇▇ ▇▇▇▇▇ Printed Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------- ----------------------
Title: Vice President Title: EVP & CFO
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EXHIBIT A
TYPES AND CONFIGURATIONS OF SITES
2206 GSM/GPRS BTS ***** *****
2206 GSM/GPRS BTS ***** *****
2106 GSM/GPRS BTS ***** *****
2106 GSM/GPRS BTS ***** *****
2102i GSM/GPRS BTS ***** *****
2202i GSM/GPRS BTS ***** *****
3101 UMTS BTS ***** *****
3202 UMTS BTS ***** *****
From time to time during the term of this Statement of Work, Ericsson may have
commercially available Products of the types and configurations that are
different from or in addition to those listed above in this Exhibit A, in which
event Ericsson and Triton will work together in good faith and mutually agree in
writing to amend or supplement this Exhibit A to incorporate such different or
additional types and configurations to the extent that Ericsson and Triton deem
appropriate.
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