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The following is an excerpt from a 10-K/A SEC Filing, filed by RURAL CELLULAR CORP on 3/16/2007.
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RURAL CELLULAR CORP - 10-K/A - 20070316 - EXHIBIT_10




CONFIDENTIAL TREATMENT REQUESTED
Exhibit 10.11(c) Redacted
 
RESTATED AND AMENDED
MASTER PURCHASE AGREEMENT

THIS RESTATED AND AMENDED MASTER PURCHASE AGREEMENT (this “Agreement”), effective as of November 15, 2006, is entered into by and between Ericsson Inc., a Delaware corporation (“Ericsson”), and Rural Cellular Corporation, a Minnesota corporation, having a place of business at 3905 Dakota Street, Alexandria, MN 56308 (“Customer”).

WHEREAS, Ericsson has supplied Customer with a wireless network products and services and various hosted service applications under a Master Purchase Agreement, dated March 14, 2002 (“March 14 th MPA”) and Customer would like to continue to purchase such products and services from Ericsson under new terms and conditions set forth in this Agreement with respect to the wireless network products and services and with respect to the hosted services in a new hosted services agreement executed contemporaneously with this Agreement (the “Hosted Services Agreement”); and

WHEREAS, Customer and Ericsson have agreed that the business structure established pursuant to this Agreement will achieve the objectives contemplated by the parties in establishing a new flexible framework governing the standard terms and conditions upon which Ericsson will provide to Customer, and Customer will purchase from Ericsson, those certain specified wireless network products and services pursuant to this Agreement and the hosted services pursuant to the Hosted Services Agreement;


NOW, THEREFORE, Ericsson and Customer hereby agree as follows:

1.
Scope of Agreement . This Agreement establishes the standard terms and conditions that will apply to network products and services provided by Ericsson to Customer as mutually agreed upon from time to time by Ericsson and Customer in accordance with a written purchase order issued by Customer and accepted by Ericsson (a “Purchase Order”) pursuant to the provisions of this Agreement.

2.
Term . The term of this Agreement shall commence upon Customer’s fulfillment of its commitment to purchase $*** of Eligible Products from Ericsson as provided in Section 27 of the March 14 th MPA (the “Effective Date”). The parties agree to document the Effective Date by executing a confirming memorandum in substantially the form attached hereto as Schedule 1 . This Agreement shall remain in effect until it is otherwise terminated in accordance with the terms of this Agreement or it expires at the end of a four-year period that commences on the Effective Date (such four-year period hereinafter referred to as the “4-Year Period”). This Agreement will automatically extend for successive one (1) 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. Notwithstanding the expiration or termination of this Agreement for any reason, each Purchase Order issued by Customer and accepted by Ericsson prior to the date of such expiration or termination will remain in full force and effect in accordance with the provisions thereof, including each of the provisions of this Agreement incorporated by reference into such Purchase Order.

3.
Purchase Order . From time to time during the term of this Agreement, Customer will issue a purchase order to Ericsson for the purchase of the products and services hereunder. Such purchase order will include at least the following information: (a) reference to this Agreement, (b) Customer's purchase order number, (c) description of the products and services to be purchased by Customer from Ericsson, (d) applicable prices, (e) location to which the products are to be shipped, (f) requested delivery date, and (g) location to which invoice(s) will be rendered for



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
1

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

 

payment. Upon receipt of such purchase order, Ericsson shall within ten (10) days of receipt of the purchase order notify Customer in writing of Ericsson’s acceptance or rejection (together with a reasonable explanation for any such rejection) of such purchase order; provided that Ericsson will use its good faith efforts to accept each such purchase order issued by Customer.

4.   Net Pricing .

(a)   Background . As provided in Section 29 of the March 14 th MPA, Ericsson granted Customer (i) a discount of ***% on the Eligible Products, and (ii) a trailing credit of *** % of the Eligible Products, until Customer purchased certain committed amount of the Eligible Products, at which time the following discounts and credits would then apply:

Table 1
Millions of Dollars
Discounts
Credits
Total
$1 to $***
***%
***%
***%
$*** to $***
***%
***%
***%
$*** and up
***%
***%
***%

Customer has now purchased the committed amount of the Eligible Products and believes that the discounts and credits in Table 1 above may not be economically feasible for Customer. In the interest of its strategic relationship with Customer, Ericsson hereby agrees to provide Customer with the discount and credit structure set forth herein, which Customer hereby acknowledges is more favorable than the discounts and credits set forth in Table 1 above.

(b)   Net Pricing of Existing Products and Services . During the term of this Agreement, Customer may purchase from Ericsson, and Ericsson may provide to Customer, the products and services listed in Exhibit A hereto, at the applicable net prices set forth in Exhibit A hereto (net of any discounts), which net prices reflect the application of the following discounts:

Software
Discount Percentage
for BSC Software Products
Discount Percentage for MSC and OSS Software Products
***%
***%

Hardware
Discount Percentage
for Hardware Products
Discount Percentage for TRU Products
***
***%


Services not listed on Exhibit A or otherwise referenced in this Agreement will not be eligible for discounts and the parties shall negotiate in good faith and mutually agree in writing on the price for such services on a case-by-case basis.

If Customer can demonstrate (by reference to an invoice previously issued by Ericsson and paid by Customer) that Customer has purchased from Ericsson a product or service at a gross price (before application of any discounts or credits) that is lower than the gross price used to establish the net price in Exhibit A, then Ericsson shall sell such product or service to Customer at a net price calculated using the lower gross price.



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
2

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted
 

 


(c)   Net Pricing of New Products and Services . The parties shall negotiate in good faith and mutually agree in writing on the net price of any new product or service that does not appear on Exhibit A or that Customer has not previously purchased from Ericsson. Ericsson hereby agrees and represents that such net price will be equal to or lower than (i) Ericsson’s Internal Reference Price, as described below, net of the applicable discount set forth in Section 4(b) above, and (ii) the price generally offered by Ericsson to Cingular Wireless’s roaming partners in the United States. As used herein, “Ericsson’s Internal Reference Price,” with respect to a product or service, is the price which is (a) set by Ericsson’s affiliate responsible for the management of such product or service, based on factors, such as market input, the product’s or service’s original business case, targets for profitability, and third party items, and (b) published by such Ericsson affiliate and suggested as the price to be offered by Ericsson to its customers for such product or service.

5.
Price Credits . In addition to the Net Pricing described in Section 4, Ericsson shall provide RCC with the following credits:

 
(a)
$*** Purchase Incentive Credit . Ericsson will issue to Customer a purchase incentive credit equal to the sum of $***, as follows:

 
(1)
$*** credit upon execution of this Agreement.

 
(2)
$*** credit when Customer’s purchase of Ericsson products and services during the 4-Year Period reaches a total of $*** (net of any and all discounts).

 
(3)
$*** credit when Customer’s purchase of Ericsson products and services during the 4-Year Period reaches a total of $*** (net of any and all discounts).

(4)  
$*** credit when Customer’s purchase of Ericsson products and services during the 4-Year Period reaches a total of $*** (net of any and all discounts).

Upon receipt of any such credit, Customer must use such credit within twelve (12) months after its issuance and may use such credit only against current accounts receivable or against future purchases of products and services from Ericsson pursuant to either this Agreement or the Hosted Services Agreement.

As used in this Section 5(a), a “purchase” takes place upon the occurrence of both (i) Ericsson’s acceptance of a purchase order issued by customer for product or service pursuant to this Agreement or the Hosted Services Agreement, and (i) Ericsson’s issuance of an invoice for such product or service.

 
(b)
$*** Network Credit . Ericsson will issue to Customer a network credit equal to the sum of $***, as follows:
 
 
(1)
On February 16, 2008 (or such earlier date as Customer may elect by providing a written notice to Ericsson of its intent to take the credit early but in not event earlier than July 1, 2007), Ericsson will issue to Customer a credit of $***, as long as Customer is not then in breach of any of the material terms and conditions of this Agreement. Upon receipt of such credit of $***, Customer must use such credit during the 4-Year Period and may only be used by Customer against current accounts receivable or against future purchases of products and services



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
3

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted
 

 

from Ericsson. This credit of $*** shall survive the early termination of this Agreement if this Agreement is terminated for any reason prior to the expiration of the 4-Year Period.

 
(2)
From time to time prior to February 15, 2008, Customer may purchase from Ericsson CDMA equipment, software, and related services. With respect to each such purchase, Ericsson will issue to Customer (i) an invoice for the applicable price (net all discounts and credits), and (ii) a credit memorandum for such applicable price; provided that the sum of all such credits will not exceed $***.

 
(3)
From time to time prior to February 15, 2008, Customer may purchase from Ericsson the services to implement and test the integration of Ericsson’s Mail-2-go, MMS and SMS solutions to Customer’s new CDMA core network. With respect to each such purchase, Ericsson will issue to Customer (i) an invoice for the applicable price (net all discounts and credits), and (ii) a credit memorandum for such applicable price; provided that the sum of all such credits will not exceed $***.

 
(c)
$*** GSM/WCDMA Overlay Credit . Ericsson will issue to Customer a GSM overlay credit equal to the sum of $***, as follows:

 
(1)
In the event that during the period commencing on January 1, 2008 and ending on the expiration of the 4-Year Period, Customer purchases from Ericsson the GSM and/or WCDMA equipment, software and services to overlay Customer’s *** CDMA market, Ericsson will issue to Customer (i) an invoice for the applicable price (net all discounts and credits), and (ii) a credit memorandum for such applicable price; provided that the sum of all such credits will not exceed $***.

 
(2)
In the event that Customer purchases from Ericsson the new Mobile Softswitch equipment, software and related services during the 4-Year Period, Ericsson will issue to Customer (i) an invoice for the applicable price (net all discounts and credits), and (ii) a credit memorandum for such applicable price; provided that the sum of all such credits will not exceed $***.

6.
BSC Pricing Structure . Ericsson hereby agrees to provide Customer with a “hybrid pay-as-you-grow” BSC pricing structure, as follows:

 
(a)
New BSCs . With respect to each BSC to be purchased by Customer from Ericsson after the Effective Date, Customer will pay to Ericsson the applicable purchase price of all hardware, the fees for the services, and the license fee for a minimum of *** TRU software licenses with the initial purchase order.

 
(b)
New BSC Expansion . With respect to each BSC expansion to be purchased by Customer from Ericsson after the Effective Date, Customer will pay to Ericsson the applicable purchase price of all hardware, the fees for the services with the expansion order, and the license fee for such TRU software licenses as deemed necessary by Customer with the initial purchase order.

If there is any TRU capacity remaining in the BSC or BSC expansion (beyond the number of TRUs for which the software licenses are paid by Customer in its initial or expansion order), Ericsson and Customer hereby agree as follows:



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
4

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted
 

 

(1)   Prior to the end of each calendar quarter, Ericsson will audit such BSC and BSC expansion and will notify Customer in a written quote of the TRU capacity which was used by RCC in that calendar quarter and for which Customer has not then already paid the license fee to Ericsson.

 
(2)
Within ten (10) days following Customer’s receipt of the written notification provided by Ericsson in accordance with subsection (1) above, Customer will issue a purchase order to Ericsson for purchase of the software license for such TRU capacity.

 
(3)
Upon receipt of such purchase order, Ericsson will issue an invoice to Customer for the applicable license fee for such the software license for such TRU capacity.

For avoidance of doubt, software licenses are not transferable; provided that relocation of the hardware (of which the software is an integral component) by Customer will not constitute a transfer of the software.

7.
System Support and Hardware Support . Customer may purchase from Ericsson the system support described in Section 1 of Exhibit D hereto (“System Support”) and the hardware repair and return services described in Section 2 of Exhibit D hereto (“Hardware Support”), at the applicable annual service fees set forth in Exhibit A hereto or the other applicable fees and charges set forth in Sections 4(b) and 4(c) of Exhibit D hereto. Customer may purchase Hardware Support from Ericsson on an ad hoc basis, at the applicable service fees set forth in Exhibit A hereto. Ericsson will provide System Support to Customer for its NW TDMA network for a period of *** commencing upon the Effective Date at no additional charge. Unless otherwise mutually agreed in writing by the parties, System Support and Hardware Support for the CDMA network elements will cease on ***.

8.
Software Releases .

 
(a)
Software Upgrades . Upon execution of this Agreement, Ericsson will issue a credit of $*** to Customer. Upon receipt of such credit, Customer must use such credit within twelve (12) months after its issuance and may use such credit against current accounts receivable or against Customer’s future purchases of products and services from Ericsson pursuant to this Agreement or the Hosted Services Agreement. With respect to the features for which Customer has already paid the applicable license fees as of the Effective Date, which features are listed in Exhibit E hereto, Ericsson hereby waives the R12 basic upgrade fees (software only) for the remaining nodes in the network. If Customer can show that it paid the applicable license fee for a feature prior to the Effective Date but that feature is not on Exhibit E, then Ericsson shall waive the R12 basic upgrade fee relating to that feature.

 
(b)
BSC Capacity (512 vs. 1024) . Ericsson hereby waives all future license charges for the premium feature INF 902 1817/1 (Support for 1024 cells in BSC).

 
(c)
Software Support and Maintenance . As a part of System Support purchased by Customer, Ericsson will provide Customer with the Software Updates and Software Upgrades from time to time as they become generally available at no additional charge. As used herein, (i) “Software Update” means a software release that contains correction of errors found in the then current in-service release of the software, and (ii) “Software Upgrade” means a software release that contains (x) new basic features, (y) fixes of and/or enhancements to the basic and premium/optional features (in the then current in-service release of the software) for which Customer has then already paid the applicable



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
5

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted
 

 

license fees to Ericsson (for example, new enhancements or functionality to the XYZ feature would be included in System Support because Customer has paid for the applicable license fees for that feature in a previous software release). For avoidance of doubt, the following will not be included as a part of the System Support and will be subject to mutually agreed additional charges:

 
(1)
New or additional hardware that may be required for the Software Updates or Software Upgrades.

 
(2)
Premium features and associated functionality included in a new software release (whether it is a Software Update or Software Upgrade) for which Customer has not paid the applicable license fee to Ericsson, including without limitation (i) new features or development or software functionality required to comply with a federal, state or local government mandates enacted after the date of this Agreement, or (ii) new feature development as a result of revisions to the standards (such as CAMEL Phase 1 and CAMEL Phase 2).

 
(3)
Deployment and implementation of Software Updates or Software Upgrades.

9.   SCC Charges and Peak Issues .

 
(a)
Prior to the end of each calendar quarter, Ericsson will audit the average SCC usage of each Ericsson MSC by Customer in its network in such calendar quarter and will notify Customer in writing of such average SCC usage for which Customer has not then paid the license fee to Ericsson. Within five (5) days following Customer’s receipt of such written notification, Customer will issue a purchase order to Ericsson for the purchase of such average SCC usage. Upon receipt of such purchase order, Ericsson will issue an invoice to Customer for the incremental license fee for such average SCC usage to the extent that Customer has not then already paid the license fee for such SCC usage. The parties agree that the average SCC usage will be calculated in accordance with Exhibit C hereto.

 
(b)
Ericsson will maintain each Ericsson MSC at the maximum capacity of *** SCCs at no cost to Customer, so that such Ericsson MSC may still carry the traffic up to the maximum capacity of *** SCCs even when the volume of such traffic exceeds the SCC usage for which Customer has then already paid the license fee to Ericsson; provided that Customer will remain obligated to pay to Ericsson the license fee for the average SCC usage as provided in Section 9(a) above.

10.
TDMA Transit Calls . For a period of nine (9) months commencing on the Effective Date on each Ericsson GSM MSC, RCC will be allowed to route TDMA traffic to the Ericsson GSM MSCs without increasing the SCC charges; provided that the following process is followed by Customer on each GSM MSC:

 
(a)
At least seven (7) days prior to the transition, Customer will notify Ericsson of which TDMA MSC’s traffic will be transitioned to the Ericsson GSM MSC.

 
(b)
Ericsson will measure the Ericsson GSM MSC SCC level prior to the transition (Before Measurement).



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
6

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted
 

 

 
 
(c)
Customer will transition TDMA traffic to the Ericsson GSM MSC and will advise Ericsson when the transition is complete.

 
(d)
Ericsson will measure the SCC level no less than 7 days and no later than 14 days after the TDMA transition (After Measurement).

 
(e)
The measured SCC increase (After Measurement - Before Measurement) will be deducted from the quarterly SCC invoices for the 9-month period after the transition.

11.
2Q05 Catch-Up . Upon execution of this Agreement, Customer will issue to Ericsson a purchase order for the 2Q05 basic and premium software quotes in the net amount of $***. Upon receipt of such purchase order, Ericsson will issue to Customer an invoice for such 2Q05 basic and premium software quotes in the net amount of $***. Customer may use part of the $*** credit (granted by Ericsson under Section 5(a)(1) above) or the $*** credit (granted by Ericsson under Section 8(a)).

12.
CDMA Last-Time-Buy . Upon receipt of a written notification from Ericsson of the availability of the CDMA equipment listed in Exhibit B hereto, Customer will purchase from Ericsson and take delivery (and title) of such CDMA equipment in accordance with the process set forth in Subsection 5 (b)(2).

13.
Decommissioning of CDMA Equipment . No later than ***, Customer will, at its expense, (i) deinstall all Ericsson CDMA equipment and software then already purchased by Customer from Ericsson prior to, on or subsequent to the Effective Date (all such Ericsson CDMA equipment and software collectively referred to as the “Purchased CDMA Equipment”), (ii) collect and deliver the Purchased CDMA Equipment to a warehouse at Customer’s Alexandria, MN location (the “Central Location”), (iii) inventory the Purchased CDMA Equipment, and (iv) make the Purchased CDMA Equipment available for Ericsson’s inspection, pickup and transport, subject to the following:

 
(a)
Customer will retain the title and risk of loss or damage to the Purchased CDMA Equipment until Ericsson takes possession of the Purchased CDMA Equipment at the Central Location, at which point the title and risk of loss or damage to the Purchase CDMA Equipment will pass to Ericsson;

 
(b)
Except as provided in Section 13(a) above, Customer will return all the Purchased CDMA Equipment to Ericsson in an “as is” condition;

 
(c)
Customer shall have no responsibly to box, crate or otherwise pack the CDMA Purchased Equipment for shipment from the Central Location to Ericsson; and


 
(d)
At least ninety (90) days prior to Customer’s deinstallation of the Purchased CDMA Equipment, Customer will notify Ericsson in writing of such deinstallation, so that Ericsson may take the inventory of the Purchased CDMA Equipment.

14.
Conflicts . In the event of any express conflict or inconsistency between the provisions of this Agreement and the provisions of any Purchase Order, the provisions of this Agreement will control.

15.
Products . With respect to each product provided by Ericsson to Customer hereunder (the “Product”), Ericsson will deliver the Product to Customer, F.O.B., Customer’s facilities (or such other facilities contracted by Customer), no later than the date mutually agreed in writing by the parties.
 Title and risk of loss or damage to the Product will pass to Customer upon Ericsson’s delivery to Customer.



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
7

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted
 

 

16.
Software . With respect to the software components of the Product (the “Software”), Ericsson hereby grants to Customer, and Customer hereby accepts from Ericsson, a non-exclusive and non-transferable license to use the object code of the Software solely as an integral part of and for the operation of the Product in which the Software is originally embedded and for no other purposes, subject to the following use provisions:

 
(a)
The Software and related documentation (including all copies thereof) shall remain Ericsson’s exclusive property.

 
(b)
Customer may not reverse engineer, decompile or otherwise derive the source code from the object code of the Software.

 
(c)
Customer may not merge the Software with other software computer program materials to form a derivative work or otherwise modify or alter the Software in any manner whatsoever.

 
(d)
Customer may make only one copy of the Software solely for backup purpose.

 
(e)
Customer may make copies of the Software-related documentation solely for internal purposes.

The provisions of this Section 16 will survive the expiration or termination of this Agreement for any reason.

17.
Taxes . Customer will be responsible for, and will pay or reimburse Ericsson for, any sales, use, excise or other taxes, however designated or levied based upon this Agreement, on any amounts payable to Ericsson hereunder, or any services, systems, materials or goods provided to Customer hereunder or their use. Each party will be responsible for rendering its own property for taxation and for paying any property taxes assessed against such property. Each party will also be responsible for income taxes or franchise taxes based on their respective income or net worth.

18.
Invoicing and Payment . Unless otherwise mutually agreed in writing by the parties, Ericsson will invoice Customer for the applicable prices, charges and fees for the products and services according to the following schedule:

 
(a)
Invoices for the equipment, software and related services associated with the Initial Build Out of a particular market will be issued for (i) ***% of the purchase order value at receipt of the purchase order, (ii) ***% at delivery, and (iii) ***% at Acceptance (as defined in Section 30 hereof).

 
(b)
All other equipment, software and related services will be invoiced 100% at delivery or performance (except for System Support or Hardware Support, for which invoices for annual support fees will be issued at the beginning of each annual period for such services).

Each such invoice will be due and payable to Ericsson within thirty (30) days from the date of the invoice. Any sum due to Ericsson hereunder that is not paid when due will bear interest thereafter until paid at a rate equal to the lesser of ***% per month or the maximum rate allowed by applicable law.



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
8

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted
 
 
As used herein, “Initial Build Out” of a market means all equipment and services provided by Ericsson for the initial launch of Customer’s network in such market.

19.
Warranty . Ericsson warrants and agrees that it will perform the services hereunder in a good and workmanlike manner. The foregoing warranty is for a warranty period of *** months following the date of performance. In addition, Ericsson warrants that (i) Ericsson has all right, title and ownership interests and/or licenses necessary to perform its obligations under this Agreement, and (ii) the products sold by Ericsson hereunder will be free and clear of any and all liens, encumbrances or security interests of any third party. With respect to each product provided by Ericsson hereunder that is manufactured by Ericsson, Ericsson warrants that during the Warranty Period (as defined below), such product will perform in substantial accordance with the applicable specifications. With respect to each product provided by Ericsson hereunder that is not manufactured by Ericsson, Ericsson will assign any and all warranties with respect to such product if and to the extent allowed by the manufacturer or supplier of such product. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THERE ARE NO, AND ERICSSON HEREBY DISCLAIMS ALL, OTHER WARRANTIES, WHETHER IMPLIED, EXPRESS OR STATUTORY, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED TO CUSTOMER HEREUNDER, INCLUDING WITHOUT LIMITATION WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.

As used in this Section 19, “Warranty Period” means a *** period that commences upon (i) Ericsson’s delivery of the product (if Ericsson does not install such product), or (ii) Acceptance of the product (if Ericsson installs such product).

20.
Rights in Work Products . Each party’s rights in and to the work products to be developed and provided by Ericsson under this Agreement are set forth herein. Unless otherwise set forth herein, Ericsson will have exclusive ownership of such work products, and Customer will have a non-exclusive, non-transferable license to use such work products as contemplated herein.

21.
Confidentiality . Each party agrees that all confidential documents, work product and information (including all computer code and related materials) received or otherwise obtained from the other party pursuant to this Agreement, whether before or after the Effective Date, will be, and will be deemed to have been, received in confidence and will be used only for the purpose of carrying out the obligations of, or as otherwise contemplated by, this Agreement. Without the other party’s prior written consent, neither party may disclose any such information to any third party, and each party will disclose such information only to such of its officers, employees and agents that have a need to know such information for the purposes contemplated hereby. However, the provisions of this Section will not apply to any such information that (i) is or becomes generally available to the public without the fault or negligence of either party, (ii) is already in the possession of the receiving party without being subject to another confidentiality obligation, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party; provided that such source is not bound by a confidentiality obligation of the disclosing party, (iv) is required to be disclosed pursuant to an arbitration proceeding conducted in accordance with this Agreement, or (v) is required to be disclosed pursuant to a requirement of any governmental authority or any statute, rule or regulation; provided that the party required to disclose such information of the other party provide to the other party notice of such requirement of any such disclosure and cooperates with the other party to prevent or restrict any such disclosure to the extent allowed by applicable law.

22.
Limitation of Liability . Except for Ericsson's liability under any indemnity provision in this Agreement, (i) any liability of Ericsson arising from or relating to this Agreement, whether based on contract, warranty, equity, indemnity, tort (including Ericsson’s negligence), intended conduct, strict liability, or otherwise will be limited to Customer’s actual, direct damages, and (ii) the amount of damages recoverable against Ericsson for all events, acts or omissions shall not exceed, in the aggregate, the



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
9

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted
 
 

 
greater of *** dollars ($***) or the prices or fees then already paid by Customer to Ericsson under the applicable purchase order for the products or services that give rise to such liability. In no event shall either party be liable for any special, incidental, indirect or consequential damages in connection with this Agreement, whether based on action or claim in contract, warranty, equity, tort (including negligence), intended conduct, strict liability or otherwise, even if such damages are foreseeable.

23.
Indemnification . Ericsson will indemnify Customer against, and will defend or settle at Ericsson’s own expense, any action or other proceeding brought against Customer to the extent that it is based on a claim that the use of the Software infringes any third party copyright. Ericsson will pay any and all costs, damages, and expenses (including but not limited to reasonable attorneys' fees) Customer becomes obligated to pay in any such action or proceeding attributable to any such claim. Ericsson will have no obligation under this Section as to any action, proceeding, or claim unless Ericsson is notified of it promptly and Ericsson has sole control of its defense and settlement, and Customer provides Ericsson with reasonable assistance in its defense and settlement. If Customer's use of the Software under the terms of this Agreement is, or in Ericsson’s opinion is likely to be, enjoined due to the type of infringement or misappropriation specified above, then Ericsson may, at its sole option and expense, either: (i) procure for Customer the right to continue using such Software under the terms of this Agreement; (ii) replace or modify such Software so that it is noninfringing and substantially equivalent in function to the enjoined Software; or (iii) if neither option above can be accomplished despite the reasonable efforts of Ericsson, then Ericsson may both: (A) terminate Customer's rights and Ericsson’s obligations with respect to such product containing the Software; and (B) repurchase the applicable product and refund to Customer the purchase price of such product paid by Customer upon return of the product to Ericsson. The foregoing are Ericsson’s sole and exclusive obligations with respect to any infringement or misappropriation of intellectual property rights. Ericsson will have no obligations under this Section with respect to infringement or misappropriation arising from any of the following circumstances: (i) modifications to the Software that were not authorized by Ericsson; (ii) use of the Software in combination with products not provided by Ericsson; or (iii) accident, misuse, or misapplication of the Software by Customer. If any such circumstances occur, Customer will indemnify and defend Ericsson against any third party claims arising from such circumstances.


24.
Termination . Either party may terminate this Agreement upon thirty days' written notice to the other party if such party breaches in any material respect any of the terms of this Agreement (except for payment default) and such breach remains uncured at the end of the thirty day notice period. In the event that Customer defaults in the payment when due of any amount due to Ericsson hereunder and does not cure the default within ten (10) business days after being given written notice specifying the default, then Ericsson may, by giving written notice thereof to Customer at any time thereafter and before the default is cured, terminate this Agreement or any purchase order as of the date specified in the notice of termination.

25.
Notice . Any notices pursuant to this Agreement shall be in writing and shall be sent to the parties at the following address or at such other addresses as shall be specified by the parties by like notice:



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
10

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

 
 
If to Ericsson:           If to Customer:

Ericsson Inc.           Rural Cellular Corporation
6300 Legacy Drive         3905 Dakota Street
Plano, Texas 75024         Alexandria, MN 56308
Attention: VP RCC KAM   Attention: President

With a copy to:           With a copy to:

Ericsson Inc.           Rural Cellular Corporation
6300 Legacy Drive         302 Mountain View Drive
Plano, Texas 75024         Colchester, VT 05446
Attention: Legal Department       Attention: Legal Services Department

Such notices or other communications shall be deemed to have been duly given and received (i) on the day of sending if sent by personal delivery, cable, telegram, facsimile transmission or telex, (ii) on the next business day after the day of sending if sent by Federal Express or other similar express delivery service, or (iii) on the fifth calendar day after the day of sending if sent by registered or certified mail (return receipt requested).

26.
Dispute Resolution . Any disputes arising under or relating to this Agreement shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be held in the City of New York, New York, or such other place as the parties may agree and shall include an award of attorneys' fees (and the amount of such fees) to the prevailing party. The arbitrators’ award shall be final and binding, and judgment thereon may be entered in any court having jurisdiction over the party against which enforcement is sought; provided that any such award rendered by the arbitrators shall be strictly in conformance to and in accordance with the terms and conditions of this Agreement, including without limitation the limitation of liability provisions contained herein. Other than those matters involving injunctive relief as a remedy or any action necessary to enforce the award of the arbitrators, the parties agree that the provisions of this Section are a complete defense to any suit, action or other proceedings instituted in any court or before any administrative tribunal with respect to any dispute or controversy arising under or relating to this Agreement. Nothing in this Section shall prevent either party from exercising its rights to terminate this Agreement as specified herein. The provisions of this Section shall survive the expiration or termination of this Agreement for any reason.

27.
Media Releases . All media releases, public announcements and public disclosures by either party relating to this Agreement or the subject matter of this Agreement, including, without limitation, promotional or marketing material but not including any announcement intended solely for internal distribution or any disclosure required by legal, accounting or regulatory requirements beyond the reasonable control of the party, will be coordinated with and subject to the final approval by both parties prior to release. If required by the rules or regulations of the Securities Exchange Commission (SEC), Customer shall file a copy of this Agreement with its required securities filings, redacted to be in the form attached hereto as Exhibit F . In the event that the SEC objects to the extent or substance of the redacted Agreement, Customer and Ericsson shall work together in good faith to revise the redacted Agreement to satisfy the SEC requirements.
 
2 8.
Force Majeure . Each party will be excused from performance hereunder (except for payment obligation) for any period and to the extent that it is prevented from such performance, in whole or in part, as a result of delays caused by the other party or an unforeseeable act of God, natural disaster, war, civil disturbance, court order, labor dispute, third party non-performance, or other cause beyond its reasonable control and which it could not have prevented by reasonable precautions, including



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
11

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted
 
 
failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment, and such non-performance will not be a default hereunder or a ground for termination hereof; provided however, the party whose performance is not affected by such force majeure may terminate the applicable purchase order without penalty upon written notice if the force majeure prevents the other party's performance for more than ninety (90) days.

29.
Relationship . The relationship between Customer and Ericsson is that of independent contractor. This Agreement does not create any employer-employee, agency, joint venture, or partnership relationship between Customer and Ericsson. Ericsson shall exercise control over the means and manner of the performance of services pursuant to this Agreement. No employee, agent, or assistant of Ericsson, or other person participating on Ericsson's behalf, shall be considered an employee of Customer or entitled to any employment fringe benefits of Customer.

30.
Miscellaneous . This Agreement shall be governed by the laws of the State of New York, other than the choice of law rules. Neither party may assign this Agreement without the other party’s prior written consent; except that by providing the other party with a prior written notice thereof, either party may assign this Agreement to any corporation or partnership that controls, is controlled by, or is under common control with the assigning party or to any corporation that results from a merger or consolidation with the assigning party or that acquires substantially all of the assigning party's assets as a going concern, without the other party's consent. As used in the preceding sentence, "control" and its derivatives mean with respect to any entity the legal, beneficial or equitable ownership, directly or indirectly, of fifty percent (50%) or more of the voting capital stock (or other ownership interest, if not a corporation) of such entity. The provisions of this Agreement shall be severable, and if any provisions shall be held unenforceable the remaining provisions shall remain in full force and effect. Expiration or termination of this Agreement for any reason shall not release either party from any liability or obligation set forth in this Agreement which (i) the parties have expressly agreed will survive any such expiration or termination, or (ii) remain to be performed or by their nature would be intended to be applicable following such expiration or termination. This Agreement, each Purchase Order, and all exhibits attached hereto or thereto, each of which is hereby incorporated herein or therein, as applicable, for all purposes, constitute, as of the Effective Date or the effective date of the applicable Purchase Order, as applicable, the entire agreement between Ericsson and Customer with respect to the subject matter hereof and thereof, and there are no understandings or agreements relative hereto or thereto that are not fully expressed herein or therein. Any other terms or conditions included in any quotes, acknowledgements, bills of lading, purchase orders, invoices or other forms utilized or exchanged by the parties hereto that are in addition to or in conflict with those set forth in this Agreement or the applicable Purchase Order will be of no force or effect and will not be incorporated herein or be binding unless specifically and expressly agreed to in writing by both parties. No change, waiver or discharge will be valid unless in writing signed by an authorized representative of the party against whom such change, waiver or discharge is sought to be enforced. Each party, by executing this Agreement, represents and warrants that all necessary corporate or other authority to execute the Agreement has been obtained and that the person signing the Agreement is authorized to do so and thereby bind that party.

31.
Acceptance . The following provisions apply with respect to the acceptance of the Products:

 
(a)
Acceptance Tests (the “Acceptance Tests”) will be carried out in respect of the product that is installed by Ericsson, to verify that it will operate and perform in accordance with the relevant specifications provided by Ericsson (the “Specifications”).

 
(b)
Ericsson will notify Customer when it determines that the product is ready for Acceptance Tests, such notice to be given no less than seventy-two (72) hours before commencement of the Acceptance Tests. Customer and Ericsson will jointly commence the Acceptance



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
12

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

Tests on the date mutually agreed upon by both parties and specified in Ericsson's notice (or other determined date). Representatives of Ericsson and Customer will sign off on the form provided by Ericsson for the Acceptance Tests (the “Tests Results Form”) as to whether each item of the test was passed or failed. If Customer does not have a representative attend the Acceptance Tests on the mutually scheduled date, Ericsson will proceed with those tests and immediately forward the Test Results Form to Customer. No later than five (5) days after the effective receipt (in accordance with Section 24 of the Agreement) by Customer of the Test Results Form, Customer will give Ericsson a written notice confirming that the product is accepted or refusing acceptance, in which case Customer’s notice will state the particulars of the alleged deviation. If Customer fails to notify Ericsson during this period, Ericsson will, at its discretion but acting reasonably, determine whether or not the product is accepted and the product is deemed to have been accepted on the date upon which the Acceptance Tests were successfully completed.

 
(c)
If the Acceptance Tests results indicate that the product does not fulfill the requirements of the Specifications, Ericsson will diligently correct these defects at no additional cost to Customer. Acceptance of the product will not be unreasonably refused because of minor deviations that do not prevent it from being put into operation, although this will not relieve Ericsson from its obligation to remedy the deviations without undue delay. As used in the previous sentence “minor deviation” means that both parties agree that the defect will not affect end users quality of service. Upon correction of the defects, the relevant Acceptance Tests will be repeated on the relevant product in accordance with the procedures set out in this Article. Upon successful completion of the Acceptance Tests, the product will be deemed accepted by Customer and Acceptance will be deemed to have taken place as of that completion.
 
 
(d)
If the date the Acceptance Tests are successfully completed is delayed as the result of the failure of Customer to fulfill its obligations under this Agreement, Acceptance will be deemed to have occurred on the date it would reasonably have taken place if Customer had fulfilled those obligations.

 
(e)
Acceptance of the product may involve testing the product itself and interfaces (standard or agreed) to equipment not supplied by Ericsson under this Agreement. For this reason, tests of all products not supplied by Ericsson must be completed by Customer prior to commencement of Acceptance Tests and in the event that tests of applicable external products are incomplete, Customer will allow Ericsson to exclude affected tests, and the Test Results Form will indicate that test has been excluded. In the event the product passes the other relevant tests, it will be deemed accepted. Ericsson will help co-ordinate integration testing with products not supplied by Ericsson and may require the participation of the suppliers of such products in the testing process.

 
(f)
If Customer commences use of the product, other than for the express purpose of training or testing as agreed between Ericsson and Customer in writing prior to Acceptance, it will be deemed accepted by Customer.

32.
Preferred Supplier . During the term of this Agreement, Ericsson shall be the preferred supplier of GSM equipment (excluding mobile soft switches that may be used to support GSM) and software purchased by Customer. For purposes of this paragraph, “preferred supplier” means that during the term of this Agreement, Customer shall purchase GSM equipment and software from Ericsson, provided that Ericsson’s rates, terms and conditions (including without limitation the related support) are competitive with the rates, terms and conditions (including without limitation the related support) offered by third parties for substantially similar GSM equipment and software.



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
13

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted


33.
Other Agreements . This Agreement supersedes the March 14 th MPA. Accordingly, upon execution of this Agreement, the March 14 th MPA (including without limitation Section 34 of the March 14 th MPA) will terminate and will have no further force or effect, except as follows:

 
(a)
Hosted Services Agreement . As soon as practicable, Ericsson and RCC will work together in good faith to enter into the Hosted Services Agreement, which will supersede (i) the Statement of Work - Managed Content Services, effective as of January 19, 2005, as amended, (ii) MMS Shared Hosted Managed Service Statement of Work dated December 17, 2004, as amended, (iii) the Hosted Mobile Mail Service Statement of Work, dated March 7, 2005; (iv) the Hosted Managed Services Statement of Work, effective as of August 12, 2005, , and (v) Schedule No. 1 for SMS Hosted Managed Service, effective as of August 12, 2005, all between the parties.   Prior to the parties’ execution of the Hosted Services Agreement, the documents referenced in the foregoing clauses (i)-(v) will remain in full force and effect in accordance with their respective terms and conditions.


IN WITNESS WHEREOF, the parties to this Agreement have caused their authorized representatives to execute this Agreement as of the Effective Date.

ERICSSON INC.           RURAL CELLULAR CORPORATION


By: Gowton Achibar           By: Ann Newhall

Name: Gowton Achibar           Name: Ann Newhall

Title: General Manager           Title: Executive Vice President and COO

[signed November 22, 2006]





***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
14

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

SCHEDULE 1

FORM OF CONFIRMING MEMORANDUM

This memorandum confirms the mutually agreement and understanding between Ericsson Inc. and Rural Cellular Corporation that ______________, 2006 shall be the Effective Date of the Restated and Amended Master Purchase Agreement, effective as of September __, 2006, between the parties.

Date: ______________________, 2006


ERICSSON INC.           RURAL CELLULAR CORPORATION


By:               By:          

Name:               Name:          

Title:               Title:          





***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
15

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted


EXHIBIT A

NET PRICE LIST

1.   GSM OSS Software

Ericsson Part #
Description
NET Price
Parameter
Basic Software
 
 
 
INF 901 2351/U1
Centralized Operations Support SS+BSS; FM Complete (RC-3 BASIC) - Comprised of the following software features:
$***
per TRU
 
Cellular Network Activity Manager (CNAM)
   
 
Database (DB)
   
 
X-Terminal Solution (XTERM)
   
 
TMOS Security Services (TSS)
   
 
TMOS Basic Service (TBS)
   
 
Geographical and logical Network Information Presentation (GNIP)
   
 
Standard Map (SMP)
   
 
OMC Flashboard (OMCFB)
   
 
Database Services (TDS)
   
 
OSS Client Solution (OCS)
   
 
Command Handler (CHA)
   
 
File Transfer and Management (FHA)
   
 
Element Management Accessories (EMA)
   
 
Basic Network Surveillance Interface Manager (BNSI-M)
   
 
Basic Network Surveillance Interface Agent (BNSI-A)
   
 
Fault Management Viewer (FMV)
   
 
Recovery and Diagnostic Tools (RDT)
   
 
CORBA Alarm IRP manager (CIRPM)
   
 
SNMP Manager (SNMPM)
   
 
Text Alarm Toolkit, Runtime (TXTR)
   
 
Basic OSS Administration (BOA)
   
 
Command Handling, Winfiol (WFIOL)
   
 
External Access Module (EAM)
   
 
Fault Management Basic (FMB)
   
       



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
16

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted


Ericsson Part #
Description
NET Price
Parameter
Premium Feature Package (comprised of the following software features, each of which software features may be licensed to Customer individually at the applicable net price set forth below)
***
per TRU 
INF 202 1325/NC1
BTS Configuration Management (BCM) SS+BSS
***
per TRU
INF 202 1328/NC1
Measurement Result Recording (MRR) SS+BSS
***
per TRU
INF 202 1338/NC1
Network Statistics Analyzer (NWS-A) SS+BSS
***
per TRU
INF 202 1342/NC1
Performance Statistical Alarms (PSA) SS+BSS
***
per TRU
INF 202 1318/NC1
Radio Network Recording (RNR) SS+BSS
***
per TRU
INF 202 1340/NC1
Statistical Gateway (SGw) SS+BSS
***
per TRU
INF 202 1051/NU
Report Generator, Business Objects
***
per TRU
INF 202 1341/NC1
Statistical Data Mart (SDM) SS+BSS
***
per TRU
INF 202 1339/NC1
Statistical Measurement Initiator and Administration (SMIA) SS+BSS
***
per TRU
FAJ 122 474
Frequency Allocation Support Upgrade
***
per TRU
FAJ 122 477
Neighboring Cell Support - GSM, Upgrade
***
per TRU
FAJ 122 631
Traffic Estimation Tool, Upgrade
***
per TRU
       
Ericsson Part #
Description
NET Price
Parameter
Optional Premium Features
 
***
 
INF 202 1332/NC1
Frequency Optimization eXpert (FOX) SS+BSS
***
per TRU
INF 202 1333/NC1
Neighbouring cell Optimization eXpert (NOX) SS+BSS
***
per TRU
INF 901 2356/N7
FAJ 121 44, Fault Management Expert, Rule engine (FMXR)
***
Server
INF 901 2356/N8
FAJ 121 45, Fault Management eXpert, Development License (FMXD)
***
Server
INF 202 1317/NC1
Cellular Network Administration (CAN) SS+BSS
***
per TRU
INF 202 1320/NC1
Cellular Network Administration Interface (CNAI) SS+BSS
***
per TRU
INF 202 1310/NC1
Operation Procedure Support (OPS) SS+BSS
***
per TRU





***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
17

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

2.   GSM BSC Software

Ericsson Part #
Description
NET Price
Parameter
Basic Software
 
 
 
FAP 131 177
BSS Basic R12 SW Package - Comprised of the following software features:
$ ***  
per TRU
FAJ 121 21 /1
BTS - Short Time to Operation
   
FAJ 121 22 /1
Support of AXE 810 - APG40
   
FAJ 121 23 /1
Support of AXE 810 - APT1.5
   
FAJ 121 24 /1
Increased Capacity on Abis
   
FAJ 121 26 /1
Transcoder Pool Handling
   
FAJ 121 27 /1
Easy Handling of Managed Objects
   
FAJ 121 28 /1
BSS R9 System Improvements
   
FAJ 121 30 /1
High Speed Signaling Link
   
FAJ 121 050/1
BSS R9.1 System Improvements
   
FAJ 121 054
Frequency Hopping on 32 Frequencies
   
FAJ 122 1093/1
Local Synchronization Reference
   
FAJ 122 117/1
Flexible Channel Allocation
   
FAJ 122 151/2
Software Load of RBS 2000
   
FAJ 122 152/2
Flexible SDCCH Handling
   
FAJ 122 155/2
Software Load of RBS 200
   
FAJ 122 165/1
RBS 2000 Digital Path Supervision
   
FAJ 122 180/2
Channel Event Recording
   
FAJ 122 181/1
Handover of Traffic at Channel Blocking
   
FAJ 122 195/1
Alarm Co-ordination
   
FAJ 122 197/1
Alarm Suppression
   
FAJ 122 199/2
Improved Configuration of BTSs
   
FAJ 122 200/1
Improved RBS 200 Software Download
   
FAJ 122 202/1
Data Channels
   
FAJ 122 204/1
Support of A5/1 Ciphering Algorithm
   
FAJ 122 205/1
Manual Access Control
   
FAJ 122 209/2
Handover in BSS
   
FAJ 122 210/2
Paging
   
FAJ 122 212/1
Radio Link Failure Supervision
   
FAJ 122 213/1
Diversity
   
FAJ 122 219/1
Traffic Channels Submultiplexing (3 PCM Time Slots per TRX)
   
FAJ 122 220/3
Supported Combinations of Channel Types per TRX
   
FAJ 122 221/1
Switch in RBS 200 (Transmission Radio Interface)
   
FAJ 122 226/1
AXE 10/IOG 11 Interface Towards OSS
   
FAJ 122 231/2
BSC Supervision Functions
   
FAJ 122 233/3
Call Path Tracing in BSC
   
FAJ 122 238/8
Traffic and Event Measurements in BSC
   
FAJ 122 239/5
Cell Traffic Recording
   
FAJ 122 240/1
Processor and Exchange Load Measurements in BSC
   
FAJ 122 245/1
Automatic Reconfiguration of BCCH and SDCCH
   
FAJ 122 246/1
Automatic Reconfiguration of TRAUs (Transcoders)
   
FAJ 122 247/1
Redundant Control of TRIs
   
FAJ 122 252/1
Subscriber Identity Confidentiality, Use of TMSI
   
FAJ 122 253/1
Support for SMS Point-to Point in BSS
   
FAJ 122 259/6
Locating
   
FAJ 122 264/1
Loudness Adjustment in TRAU
   
FAJ 122 267/1
Multiple Cells per TG
   
FAJ 122 273/2
Initiation Handling of Cells
   
FAJ 122 274/2
RBS 200 Digital Path
   
FAJ 122 276/1
TRH Load Regulation
   
FAJ 122 279/2
Undefined Neighbouring Cells Recording
   
FAJ 122 281/1
Standby Synchronization of the TRI
   
FAJ 122 282/1
TRH Redundancy
   
FAJ 122 285/1
Combined Control Channels
   
FAJ 122 286/1
Assignment to Another Cell
   
FAJ 122 294/1
TRA Software Handling
   
FAJ 122 296/3
Transceiver Tester (TRXT) Controlled by BSC
   
FAJ 122 299/4
Mobile Traffic Record
   
FAJ 122 300/1
Back-up in Main Store
   
FAJ 122 305/1
TRA in Pool Handling
   
FAJ 122 306/1
BSS Connectivity Test
   
FAJ 122 309/1
PCM-B Transmission Link
   
FAJ 122 311/1
Dynamic Allocation of Transcoder Resources
   
FAJ 122 313/2
Release of Sequential Events (FORLOPP)
   
FAJ 122 314/2
Shorter Speech Interrupts at Handover
   
FAJ 122 316/1
MNC Expansion
   
FAJ 122 352/1
Multidrop at RBS 2301 (Micro)
   
FAJ 122 37/1
Selective Restart
   
FAJ 122 382/1
Increased number of neighbouring cells
   
FAJ 122 385/1
2 Mbit/s E1/G.703 Long Haul
   
FAJ 122 393/1
Multidrop at RBS 2000 (Macro)
   
FAJ 122 396/2
Active BA-list Recording
   
FAJ 122 397/1
Cell Relocation Support Between BSCs
   
FAJ 122 416/1
Handling of Synchronization Reference
   
FAJ 122 426/1
Handling of RBS Capabilities
   
FAJ 122 431/1
Support for Special Cell Configurations
   
FAJ 122 442/1
Improved Handling of Emergency Calls in RBS
   
FAJ 122 443/1
TRC-BSC Overload Control
   
FAJ 122 445/2
Managed Object Recovery
   
FAJ 122 446/1
Improved BSC-OSS Interworking
   
FAJ 122 447/2
Increased Paging Capacity
   
FAJ 122 453/1
Handling of External RBS Hardware
   
FAJ 122 516/1
Year 2000 compliance
   
FAJ 122 548/1
System Information, GSM Phase 2
   
FAJ 122 549/1
GSM Phase 2 Support
   
FAJ 122 550/1
Switch in RBS 2000 (DXU)
   
FAJ 122 557/2
Remote function change
   
FAJ 122 557/3
Remote function change
   
FAJ 122 580/1
Overload Protection in TRH
   
FAJ 122 581/1
Flexible Alarm Classification
   
FAJ 122 584/1
TMA dual alarm
   
FAJ 122 59/1
TRH Load Distribution
   
FAJ 122 610/1
Supervision of Digital Paths Connected to the BTS
   
FAJ 122 699/1
Mix of ETC-Types in BSC
   
FAJ 122 700/1
BTS Backwards compatibility
   
FAJ 122 720/1
Enhanced BTS Program & Load of RBS 2000
   
FAJ 122 830/1
External Alarm Connection and Presentation Locally at Site
   
FAJ 122 87/1
Support of 1,020 TRXs
   
FAJ 122 879/1
Optimized default allocation of MAIO
   
FAJ 122 893/1
AXE Hardware Inventory in BSC
   
FAJ 122 904/1
Double BCCH Allocation (BA) Lists
   
FAJ 122 908/1
Support for New BTS
   
FAJ 122 913/1
Immediate Assignment of TCH
   
FAJ 122 915/1
Channel Administration
   
FAJ 122 923/1
Differential Channel Allocation
   
FAJ 122 994/1
Support of A5/2 Ciphering Algorithm
   



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
18

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted


Ericsson Part #
Description
NET Price
Parameter
BSS Premium Software - Software CAP Features
 
 
 
BSS Premium Software Package - Comprised of the following software features:
$***
per TRU
FAJ 121 052/1
Multi Band BSC
   
FAJ 121 053/1
Multi Band Services
   
FAJ 121 055/1
AMR
   
FAJ 121 056
GPRS coding scheme 3 and 4
   
FAJ 121 060/1
Flexible Priority Handling of Packet DataChannels
   
FAJ 122 067/1
LAPD Concentration
   
FAJ 122 072/1
OMT License (BSS R9)
   
FAJ 122 078/1
Transmitter Coherent Combining (TCC)
   
FAJ 121 32/1
Quality of Service & Scheduling/64kbps
   
FAJ 121 50/1
Real Time Event Data
   
FAJ 121 51/2
Flexible Positioning Support
   
FAJ 121 52/1
Extended Range Cell 121 km
   
FAJ 121 53/1
BCCH in Overlaid Subcell
   
FAJ 122 89/1
LAPD Multiplexing, RBS 2000
   
FAJ 122 256/1
Discontinuous Transmission (DTX) Uplink
   
FAJ 122 260/3
Dynamic MS Power Control
   
FAJ 122 284/5
SMS Cell Broadcast
   
FAJ 122 287/1
Discontinuous Transmission (DTX) Downlink
   
FAJ 122 288/1
Frequency Hopping
   
FAJ 122 289/1
Handover of SDCCH Priced
   
FAJ 122 290/2
Intra-cell Handover
   
FAJ 122 315/1
Half Rate Channels
   
FAJ 121 329/1
Enhanced Full Rate (EFR)
   
FAJ 122 344/1
Transmission Performance
   
FAJ 122 345
Remote Operation and Maintenance Terminal
   
FAJ 122 357/1
1.5 Mbit/s T1/DS1 Long Haul
   
FAJ 122 381/1
NF 381.1 Adaptive Config of SDCCHs-
   
FAJ 122 395/1
Frequency Allocation Support
   
FAJ 122 398/1
Frequency re-configuration with minimum disturbance
   
FAJ 122 399
Statistics Based on Measurement Results
   
FAJ 122 428/1
Advanced Handling of Fast Moving Mobiles
   
FAJ 122 429/1
Handover Power Boost
   
FAJ 122 430/1
Dynamic Overlaid/Underlaid Subcells
   
FAJ 122 433/1
Efficient Priority Handling
   
FAJ 122 435/1
Support of Remote BSC
   
FAJ 122 438/2
High Speed Circuit Switched Data (HSCSD)
   
FAJ 122 524/1
TX - Diversity (2301 only)
   
FAJ 122 534/1
TX Diversity (BSC SW)
   
FAJ 122 572/2
GPRS Support per 64kbps
   
FAJ 122 573/1
HCS supprt for m-layered ntwrks
   
FAJ 122 574/1
14.4 kbit/s Circuit Switched Data
   
FAJ 122 582/2
Dynamic Half Rate Allocation
   
FAJ 122 583/1
SQS, Speech quality supervision
   
FAJ 122 594/1
Software Power Boost
   
FAJ 122 639
Mobile Crosstalk Control (MCC)
   
FAJ 122 854/1
RBS 2000 synchronisation
   
FAJ 122 870/1
Flexible MAIO Management
   
FAJ 122 909/1
Idle Channel Measurement
   
FAJ 122 910/3
Dynamic BTS Power Control
   
FAJ 122 911/1
Cell Load Sharing
   
FAJ 121 588
U-TDOA Support (Lb+ interface) - Added ($170)
 
 
INF 902 1817/1
Support for 1024 cells in BSC - Added 2006 Addendum
 
 



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
19

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted


Ericsson Part #
Description
NET Price
Parameter
BSS Premium Optional Software Features (may be licensed to Customer individually at the applicable net price set forth below)
 
 
FAJ 122 081
Synchronized Radio Networks
***
per TRU
FAJ 122 082/1
Antenna Hopping
***
per TRU
FAJ 122 083/1
Inteference Rejection Combining
***
per TRU
FAJ 122 085
Multi Band Cell
***
per TRU
FAJ 121 353/1
AMR Power Control
***
per TRU
FAJ 121 355
Increased SDCCH Capacity
***
per TRU
FAJ 121 356
Self Configuring Transcoder Pools
***
per TRU
FAJ 121 358/1
AMR Half Rate
***
per TRU
FAJ 121 359
Network Assisted Cell Change
***
per TRU
FAJ 121 360
Streaming
***
per 64 kbps
FAJ 121 361/1
Dynamic FR/HR Adaptation
***
per TRU
FAJ 121 362/1
Call Queuing - requiredd for WPS (Regulatory)
***
per TRU
FAJ 121 375
GPRS/EGPRS End-user Performance
***
per TRU
FAJ 121 31/1
EDGE SW including BTS EDGE SW and BSC EGPRS SW
***
per TRU
FAJ 122 450/1
Flexible Abis Feature per TRU
***
per TRU
FAJ121589/1
ECGI Support in BSC per tru
***
per TRU
FAJ121588/1
ECGI Support in BSC per tru
***
per TRU
1/INF 902 1060/3
Flexible Priority Handling of Packet Data Channels
***
64 kbps
1/INF 902 150/4
Real Time Event Data
***
per TRU
1/INF 902 153/1
BCCH in Overlaid Subcell
***
per TRU
1/INF 902 2260/5
Dynamic MS Power Control
***
per TRU
1/INF 902 2573/2
Multi Layered HCS
***
per TRU
1/INF 902 2854/2
RBS2000 Synchronisation
***
per TRU
1/INF 902 2910/4
Dynamic BTS Power control
***
per TRU
1/INF 902 2083/2
Inteference Rejection Combining (IRC)
***
per TRU
1/INF 902 1055/3
Adaptive Multi Rate (AMR)
***
per TRU
1/INF 902 2583/3
Speech Quality Supervision
***
per TRU




***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
20

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

3.   GSM MSC Software

Ericsson Part #
Description
Net Price
Parameter
Basic Software
 
 
 
FAP 131 138
MSC Basic R12 SW - Comprised of the following software features:
***
per SCC
FAJ 122 01/2
Basic Traffic Control in MSC/VLR
   
FAJ 122 04/1
Roaming in MSC/VLR
   
FAJ 122 06/1
Call Routing
   
FAJ 122 07/1
IMSI Attach/Detach
   
FAJ 122 08/2
Basic Mobile Switching Services
   
FAJ 122 09/1
DTMF Signalling
   
FAJ 122 17/6
Handover in MSC/VLR
   
FAJ 122 18/4
Basic Security Features in MSC/VLR
   
FAJ 122 24/3
Administration of Data in MSC/VLR
   
FAJ 122 31/1
MS Purging in MSC/VLR
   
FAJ 122 33/4
Performance Management in MSC/VLR
   
FAJ 122 35/3
Handling of Reset in MSC/VLR
   
FAJ 122 36/3
Tracing
   
FAJ 122 42/1
Activity Supervision
 
 
FAJ 122 52/6
Base Station System Application Part in MSC/VLR
   
FAJ 122 120/2
ANSI ISUP
   
FAJ 122 131/1
Definition of Geographical Locations
   
FAJ 122 132/1
Provision of Location
   
FAJ 122 158/1
Load Management
   
FAJ 122 159/2
Test and Fault Management
   
FAJ 122 175/1
Analogue Test Telephone
   
FAJ 122 188/1
GSM phase 2 signalling for suplementary services
   
FAJ 122 222/3
Support of Multiple Speech Coders
   
FAJ 122 295/1
Automatic Lifeline Testing
   
FAJ 122 296/1
Automatic Backup Handling
   
FAJ 122 328/1
MNC Expansion
   
FAJ 122 341/1
Application Modularity (AM) in AXE
   
FAJ 122 379/1
ISUP Monitor
   
FAJ 122 479/1
7-Digit Dialing
   
FAJ 122 598/3
Remote Software Change
   
FAJ 122 623/1
Keeping of VLR Data
   
FAJ 122 662/1
Duplication of Recordable Phrases
   
FAJ 122 826/1
Back-Up in Main Store
   
FAJ 122 880/1
TCP/IP support in MSC
   
FAJ 122 897/1
AXE Hardware Inventory
   
FAJ 122 919/1
Common Channel Signalling System No. 7, ITU Type
   
FAJ 122 920/1
Common Channel Signalling System No. 7, ANSI Type
   
FAJ 122 922/4
Mobile Application Part (MAP)
   
FAJ 122 926/5
AXE Hardware Supported by MSC/VLR
   
FAJ 122 948/1
Roaming between GSM and WCDMA
   
FAJ 122 949/2
Media Gateway Selection
   
FAJ 122 953/1
Datacom Base
   
FAJ 122 957/2
Basic Charging
   
FAJ 122 1017/1
Message at Call Set-up
   
FAJ 122 1030/1
Support for Automatic Correction Deployment
   
FAJ 122 1071/1
Equal Access in MSC
   
FAJ 122 1073/1
Feature Group B and D
   
FAJ 122 1076/1
Transmission Maintenance of T1
   
FAJ 122 1086/1
SS7 Performance Management
   
FAJ 122 1087/1
R1 Signaling
   
FAJ 122 1132/2
Release of sequential events (Forlopp)
   
FAJ 122 1150/1
Propagation Delay Determinatio nProcedure in MTS
   
FAJ 122 1151/3
ETSI-ISUP (ISUP 4.6)
   
FAP 131 137
MSC Extended Basic R10 SW Package
 
 
FAJ 122 03/1
Transmission Performance Supervision of T1 Trunks
   
FAJ 122 11/3
Call Forwarding Services in MSC/VLR
   
FAJ 122 13/2
Call Barring Services in MSC/VLR
   
FAJ 122 20/1
Accounting
   
FAJ 122 55/1
Announcement on ringtone time out
   
FAJ 122 68/2
Fax Service
   
FAJ 122 69/2
Call Waiting and Call Hold
   
FAJ 122 90/1
Multi Party Service
   
FAJ 122 91/2
Calling Line Identification Services
   
FAJ 122 93/3
Operator Determined Barring in MSC/VLR
   
FAJ 122 97/1
Announcement at Disconnection (Post Answer)
   
FAJ 122 99/1
Routing of Call from a Grey listed IMEI
   
FAJ 122 108/1
FTAM
   
FAJ 122 141/1
SS7 Supervision
   
     



***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
21

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted


     
Ericsson Part #
Description
Net Price
Parameter
MSC Premium Software - Software CAP Features
   
 
MSC Premium Software Package - Comprised of the following software features:
***
per SCC
FAJ 122 15/4
Advice of Charge in MSC/VLR
   
FAJ 122 63/1
National Roaming
   
FAJ 122 66/5
Short Message Services
   
FAJ 122 73
Single Personal Number in MSC/VLR
   
FAJ 122 85/1
MAP based interface MSC/VLR-EIR
   
FAJ 122 86/2
MAP based interface MSC/VLR-SMS-C
   
FAJ 122 95/2
Dual Numbering in MSC/VLR
   
FAJ 122 129
Geographical Differentiated Charging
   
FAJ 122 130/1
Handling of Half Rate
   
FAJ 122 138/1
Local Subscription
   
FAJ 122 139/1
Regional Subscription
   
FAJ 122 177
Unstructured SS Data in MSC/VLR
   
FAJ 122 207
Support of Multiple Frequency Bands in MSC/VLR
   
FAJ 122 329/1
Support for Subscription Type Dependent Analysis
   
FAJ 122 339
HLR Initiated Call Tear Down
   
FAJ 122 354/1
Linking of Call Data Records in MSC and SSF
   
FAJ 122 448/1
Linking of Call Data Records Inter - MSC
   
FAJ 122 460/1
Account Codes in MSC/VLR
   
FAJ 122 468
Local Number Portability
   
FAJ 122 469
Mobility Related Triggers in MSC/VLR
   
FAJ 122 493
Call in Progress Tone
   
FAJ 122 500/1
Geographic Co-ordinates in MSC/VLR
   
FAJ 122 514/1
ANSI-/ITU SCCP Overhead Converter
   
FAJ 122 525/2
FCC E911 Service
   
FAJ 122 535/2
Event Triggered Call Data Record
   
FAJ 122 568/4
Legal Intercept in MSC/VLR
   
FAJ 122 587/1
IAS Central Access Server
   
FAJ 122 611
Support of GPRS Mobiles in Operation Mode Aor B
   
FAJ 122 619/1
eMLPP
   
FAJ 122 624/2
Support of Mobile Traffic Recording
   
FAJ 122 861/1
Enhanced Emergency Call Routing
   
FAJ 122 883
Flexible Varable Phase handling for Announcement Services
   
FAJ 122 898/1
Mobile Cross-Talk Control for Echo Cancellers
   
FAJ 122 899/2
Radio Network Call Release Reason in CDR
   
FAJ 122 927/1
Gateway Message Screening
   
FAJ 122 935/1
Internet IWF
   
FAJ 122 954
High Speed datacom Service
   
FAJ 122 984
Hot Billing
   
FAJ 122 1009/1
SMS Contents Based Charging
   
FAJ 122 1011/2
Positioning
   
FAJ 122 1016
Support of Equivalent PLMN
   
FAJ 122 1021
Support for Text Telephony (TTY)
   
FAJ 122 1117
Mobile Subscriber Priority Level for Channel Allocation
   
FAJ 122 1131/1
Enhanced IMEI check
   
FAJ 122 1155/4
Circuit Pool Handling
   
FAJ 122 1157
Indication of Mobile Tariff Area to Mobile Subscriber
   
FAJ 122 1159/1
Supervision and disconnection of long duration cal
   
FAJ 121 301/1
CAMEL Phase 3 Support (Added 2006)
   
FAJ 121 331/1
Optimal Routing at Late Call Forwarding (Added 2006)
   
FAJ 121 396/1
Wireless Priority Service - Initial Operating Capability (Added 2006)
   
FAJ 122 499/1
Extended CAMEL Support (Added 2006)
   
FAJ 122 618/2
CAMEL Phase 2 Support (Added 2006)
   

       
Ericsson Part #
Description
Net Price
Parameter
MSC Premium Optional Software Features (may be licensed to Customer individually at the applicable net price set forth below)
 
 
FAJ 121 58/1
Charging Audit Function
***
per SCC
FAJ 121 294/1
Signalling over IP in MSC/VLR and MSC/MGw
***
per SCC
FAJ 121 299/1
Network Identity and Time Zone (NITZ)
***
per SCC
FAJ 121 330/1
Explicit Call Transfer (ECT)
***
per SCC
FAJ 121 332/1
Global Equal Access
***
per SCC
FAJ 122 085
Multi-band feature per contract
***
per SCC
FAP 131 104
Basic SSF package
***
per MSC




***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
22

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

4.   SGSN Software

Ericsson Part #
Description
NET Price
Parameter
New Nodes
 
 
 
FAL 103 1608/21
SGSN R6 (G) 5kPDP Capacity Upgrade SW License
***
5 kPDP
FAL 103 1608/24
SGSN R6 Fixed SW Upgrade License Fee
***
Node
FAL 103 1621/1
CPI for SGSN R6 on Extranet
***
Unit
FAJ 121 248/1
EDGE support
***
5 kPDP
FAJ 121 249/2
Multiple PLMN support
***
5 kPDP
FAJ 121 250/1
Combined Procedures, Gs interface
***
5 kPDP
FAJ 121 251/1
Compression on the Gb interface
***
5 kPDP
FAJ 121 338/2
Roaming Restrictions
***
5 kPDP
FAJ 121 342/1
IPv6 support in GSN
***
5 kPDP
FAJ 121 344/2
Secondary PDP context
***
5 kPDP
FAJ 121 37/3
Real-time charging control using CAMEL
***
5 kPDP
FAJ 121 456/2
Selective Equivalent PLMN (Optional)
***
5 kPDP
FAJ 121 545/2
Near real-time provision of CDRs
***
5 kPDP
FAJ 121 565/1
Dual Transfer Mode
***
5 kPDP
FAJ 121 790/1
Packet Flow Control per PFC
***
PFC
FAJ 121 792/1
QoS based on IMSI series
***
Piece
FAJ 121 793/1
Access Aware Core Edge Support
***
Piece
FAJ 122 742/4
IPSec for secure network traffic
***
5 kPDP
FAJ 122 743/5
Lawful intercept
***
5 kPDP
25/FAJ 121 345/1
25kSAU Detach of inactive Subscribers
***
25K SAU
25/FAJ 121 350/1
25kSAU Authentication of Stationary Subscribers
***
25K SAU
25/FAJ 121 498/1
25kSAU Gb over IP
***
25K SAU
25/FAJ 121 645/1
25kSAU Prioritize Payload Users
***
25K SAU
25/FAJ 121 726/1
25kSAU 2G-3G Roaming Restriction
***
25K SAU
25/FAJ 121 788/1
25kSAU SGSN Pool for GSM
***
25K SAU
25/FAJ 121 789/1
25kSAU Dual Access
***
25K SAU
25/FAJ 121 794/1
25kSAU IMEI Check Gf Interface
***
25K SAU




***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
23

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

5.   GSM BSC Hardware

Ericsson Part #
Description
NET Price
Parameter
New Nodes
 
 
 
FAM 105 412/6
BSC/TRC 450 with APG40C
***
per Node
FAM 105 412/1
Remote BSC 450C, R10
***
per Node
Expansions
 
 
 
 
Expansion from BSC/TRC 450 to 700
***
per Node
Other Hardware
 
 
 
FAH 107 345/1
BSC R10 , 768 TRA Channels ( 4 TRA R6 )
***
per unit
FAH 107 344/1
BSC R10 , 84 T1 (ET155, 1+ 1red., ANSI )
***
per unit
FAH 107 243/10
ET4-1, 2 system
***
per unit
1/BFZ102111/118
MAGAZINE SET/GEM (4E)
***
per unit
1/BFZ102111/2
DELIVERY SET/RPG3 (8) EXPANSION SUBRACK
***
per unit
BAY111501/4
INSTALLATION KIT/BACK COVER,DOOR SINGLE
***
per unit
BFZ102101/82
SWITCHING EQPT/1X8RPG3 CABINET (AXE810)
***
per unit
BGB95131/30
FUSE UNIT/30A(NFS812)/30MOHM
***
per unit
NTM/BFZ102102/9
CABLE SET/BSC GEM 03 (IN THE GEM CABINET
***
per unit
NTM1970348/1
SET OF MATERIALS/BSC 1120, ISL CABLE MAI
***
per unit
NTM1970351/1
SET OF MATERIALS/CABLE KIT EXP T1/E1 NON
***
per unit
NTM1970388/1
SET OF MATERIALS/BSC 1120 SITE INSTALLAT
***
per unit
NTM1970395/1
SET OF MATERIALS/BSC 1120 T1 SURGE PROTE
***
per unit
NTM1970479/1
SET OF MATERIALS/BSC 1120-EXP CABINET
***
per unit
NTM1970559/32
SET OF MATERIALS/C-RAN P3.2 CPI CD-ROM
***
per unit
NTM1970650/2
SET OF MATERIALS/BSC 1120 OVRHD CABLE TR
***
per unit
ROY101118/1
PRINTED BOARD SET/EXPANSION KIT: CSPB BO
***
per unit
ROY101119/1
PRINTED BOARD SET/EXPANSION KIT: RPG3 BO
***
per unit
ROY101120/1
PRINTED BOARD SET/EXPANSION KIT: ET155-1
***
per unit




***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
24

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

6.   GSM MSC Hardware

Ericsson Part #
Description
NET Price
Parameter
New Nodes
 
 
 
FAM 105 394/1
Model 1, 336 ETC w/ APG40 (GTP Ver. 4.1 336:3072 R10)
***
per Node
FAM 105 416/1
Mini GTP Ver.2.0, 84:512 R10
***
per Node
FAM 105 416/2
Mini GTP Ver.2.0, 168 R10
***
per Node
   
***
 
Model 1 $ per 84 T1s
Commercial Solution for Model 1
***
 
Expansions
 
 
 
TBD
Expansion from 336 to 504 T1
***
per Node
FAM 105 416/3
Expansion from 84 to 168 T1
***
per Node
Additional Hardware needed for Multiplexing T1's to OC3
 
 
FAH 107 243/10
ET4-1, 2 systems T1 protected
***
per unit
Other Hardware
 
 
 
FAH 107 243/11
ET4-1, 4 system
***
per unit
FAH 107 243/*
Upgrade ET4-1, 4 to 6 system
***
per unit
FAH 107 207/1
SS7 interface card
***
per 64 SS7
FAH 107 190/2
512 ECP Channels 
***
per unit
1/BFZ102111/21
DELIVERY SET/GEM 8C, 2 EXPANSION SUBRACK
***
per unit
17/BYB501/1
EQ MOUNT SET FOR SINGLE CAB (400MM) C FL
***
per unit
BAY111501/4
BACK COVER - DOOR - Single Cabinet
***
per unit
BFZ102102/216
Switching Equipment 2GEM4D+4E+8C
***
per unit
NTM/BFZ102102/1
DELIVERY SET/HIGHWAY CABLE SET (STANDARD
***
per unit
ROY101118/1
PRINTED BOARD SET/EXPANSION KIT: CSPB BO
***
per unit
ROY101120/1
PRINTED BOARD SET/EXPANSION KIT: ET155-1
***
per unit
TFL281324
Halogenfree, 2x6, 600v, 90c, ul
***
per unit




***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
25

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

7.   GSM BTS Hardware

Ericsson Part #
Description
NET Price
GSM 1900 RBS 2206 (Indoor)
 
 
FAB 620 869
RBS 2206, GSM 1900, CDU-G, Max Range, Up to 1+1+2, excl dTRU
***
KRC 131 1004/2
dTRU 1900 MHz EDGE 1,1,2
***
NTM 202 1050/01
TMA support 3 sector, TMA-CM & 3 Bias-T injector kit
***
KRY 112 71/2
ddTMA 1900 FB with LNA by-pass
***
GSM 1900 RBS 2106 (Outdoor)
 
 
FAB 620 877
RBS 2106, GSM 1900, CDU-G, Max Range, Up to 1+1+2, excl dTRU
***
KRC 131 1004/2
dTRU 1900 MHz EDGE 1,1,2
***
NTM 202 1050/01
TMA support 3 sector, TMA-CM & 3 Bias-T injector kit
***
KRY 112 71/2
ddTMA 1900 FB with LNA by-pass
***
NCD 300 16/01
Alarm Panel RBS 2106 (16 Alarm)
***
NCD 300 12/01
OVP-PCM module kit
***
RPM 513 1839/01600
RBS 2106 120 ohm connection cable
***
702/BYB 41 501/08
Base Frame
***
NTM 101 804/1
Grounding kit
***
BKC 901 06/010
Battery Kit (100 Ah) Low Height
***
SXK 107 2465/1
Lock handle
***
SMB 102 10/1
Lock/Key (cabinet)
***
RPM 628 180/3
USA Power Outlet type
***
GSM 1900 RBS 2308 (Micro) - Pole Mounted
 
FAB 620 7004/01
RBS 2308, 4 TRX for external antenna
***
NTM 192 08/2
Pole/Mast Fixture (RBS and PBC)
***
RPM 518 976/1
Extended OMT cable, 50 m
***
RPM 518 974/2
Transmission cable TNC(f) 75 W
***
Other Hardware
 
 
11/SNGU6011040/410
CABLE LUG/CABLE LUG,4/0 AWG,1 HOLE 3/8",
***
12/BKC8700200/89EF
BBS Battery 4x6V, 200Ah
***
21/SNGU6011040/424
CABLE LUG/CABLE LUG,4/0 AWG,2 HOLE 3/8",
***
24/BKC8610013/004
BATTERY/
***
701/BYB41501
INTERFACE UNIT/INSTALLATION INTERFACE
***
702/BYB 41 501/08
Base Frame
***
BFL 119 153/1
Auto-tune combiner
***
BFL119155/1
COMBINER UNIT/CDU-G 800 MHZ
***
BKC 901 06/009
Battery kit 100A RBS2106
***
BKV301483/1
FAN UNIT/FAN UNIT-01
***
BKY90113/2
ACCESSORIES/ACCESSORY KIT FOR 200AH
***
BMK508006/1
BATTERY RACK/BBS2000,1XBFU21
***
BMK90541/2
CABINET/PBC-MU2
***
BMK90542/2
BATTERY CABINET/PBC-BU2
***
BML 231 202/1
Power Supply Unit (PSU)
***
BMY 201 237/9
RBS2000 Battery connection cable kit
***
BMY201237/12
MOUNTING SET/SEISMIC. SHOCK PROT.
***
BMY201237/12
Seismic shock protection kit BBU2206
***
BMY201237/9
MOUNTING SET/CABLE 95KVMM/20M
***
BOE60214/1
FUNCTIONAL UNIT/GSM DXU-21
***
BOE60215/2
FUNCTIONAL UNIT/IXU-21
***
BOE60216/1
FUNCTIONAL UNIT/TIM E1/T1-01
***
FAB 102 863/4
Diplexers
***
FAB 620 382
RC 2206(3X2)CDUGu 1900 cabinet, excl dTRU
***
FAB 620 383
RC 2206(1X4)CDUGc,GSM 1900 cabinet, excl dTRU
***
FAB 620 388
RC 2206(3X4)CDUGc,GSM 1900 cabinet, excl dTRU
***
FAB 620 470
CDU-G, un-combined TX/RX cable kit, Bias-Injector kit
***
FAB 620 475
Combined TX/RX cable kit 
***
     
FAB 620 7001/090
RBS 2401 cabinet
***
FAB 620 7004/01
RBS 2308, 4 TRX for external antenna
***
FAB 620 842
RC 2106(3X2)CDUGu 1900 cabinet, excl dTRU
***
FAB 620 843
RC 2106(1X4)CDUGc,GSM 1900 cabinet, excl dTRU
***
FAB 620 848
RC 2106(3X4)CDUGc,GSM 1900 cabinet, excl dTRU
***
FAB 620 869
RC 2206,CDUGu,1+1+2, 1900 cabinet, excl dTRU
***
FAB 620 877
RC 2106,CDUGu,1+1+2,1900 cabinet, excl dTRU
***
FAB6201187/002
EQUIP. RADIO CABINET/GU 2X2 8 T1 2106I
***
FAB6201191/001
EQUIP. RADIO CABINET/GU 3X2 19 T1 2106I
***
FAB6201191/002
2106 800Gu/3x2
***
FAB6201193/002
EQUIP. RADIO CABINET/GC 1X12 8 T1 2106I
***
FAB620381/001
2206 1900Gu/2x2/+24VDC, uncombined
***
FAB620382/002
2206 1900Gu/3x2/+24VDC, uncombined
***
FAB620385/001
2206 1900Gc/1x12/+24V, combined
***
FAB620389/001
2206 800Gu/1x2/+24V, uncombined
***
FAB620391/002
2206 800Gu/3x2/230-120V, uncombined
***
FAB620394/001
2206 800Gc/1x12/+24V, combined
***
FAB620394/002
2206 800Gc/1x12/230-120V, combined
***
FAB620471/1
COMBINER UNIT/EXP.CDU-G UNCOMB.NO TMA 8
***
FAB620474/1
COMBINER UNIT/EXP.CDU-G COMBIN.NO TMA 8
***
FAB620566/03
EDGE dTRU 1900 MHz 2x2 (qty 2 dTRUs)
***
FAB620567/09
EDGE dTRU 1900 MHz 3x2 (qty 3 dTRUs)
***
FAB620570/01
EDGE dTRU 1900 MHz 1x12 (qty 6 dTRUs)
***
FAB620572/01
EDGE dTRU 800 MHz 1x2 (qty 1 dTRUs)
***
FAB620573/03
TRANSCEIVER/(1,1)
***
FAB620574/01
TRANSCEIVER/(3)
***
FAB620574/09
EDGE dTRU 800 MHz 3x2 (qty 3 dTRU)
***
FAB620577/01
EDGE dTRU 800 MHz 1x12 (qty 6 dTRU)
***
FAB6207020/02
RBS2109-1900 Mast ext ant TMA-sup ready
***
FAB6207021/02
RBS2109-1900 Exten ext ant TMA-sup ready
***
FAB6207022/01
RADIO STATION/RBS2109 GSM 800 MASTER
***
KRC 131 1004/2
Individual 1900 MHz dTRU
***
KRC1311005/2
TRANSCEIVER/DTRU 800 MHZ EDGE
***
KRC161028/1
TRANSCEIVER/RRU-H8
***
KRF20189/2
EHCU 824-960 MHz
***
KRY 101 1856/1
RX multicoupler
***
KRY 112 71/1
TMA GSM 1900 - Without Bypass Functionaliy
***
KRY 112 71/2
TMA GSM 1900 - With Bypass Functionaliy
***
KRY 112 81/1
TMA GSM 800 - Without Bypass Functionaliy
***
KRY 112 81/2
TMA GSM 800 - With Bypass Functionaliy
***
KRY11254/1
ANTENNA ACCESSORIES/ASU
***
KRY11271/2
AMPLIFIER/DDTMA FB FOR GSM 1900 BYPASS
***
KRY11281/2
ddTMA GSM800 with By-Pass
***
NBA101025/21
Distribution Frame Unit 7m (DF/OVP/PCM)
***
NCD 300 12/02
OVP-PCM Module kit (75 Ohm)
***
NCD 300 16/01
Alarm Panel
***
NCD90126/11
OVERVOLTAGE ARRESTER/OVP-PCM-MODULE KIT
***
NCD90126/13
OVERVOLTAGE ARRESTER/OVP-ALM1, EXTERNAL
***
NTM 101 804/2
Grounding Kit GBF
***
NTM 101 902/1
Intrusion protection screws and bits tool
***
NTM 201 207/1
Label Set for GSM feeders
***
NTM 201 2977/2
Anchor Kit GBF
***
NTM 201 3093/1
TG-Synch Support Internal
***
NTM 202 1047/01
ASU-support kit, ASU & ASU cabinet internal cable-kit
***
NTM 202 1048/01
TMA Support 1 Sector (2 Antennas)
***
NTM 202 1049/01
TMA Support 2 Sectors (4 Antennas)
***
NTM 202 1050/01
TMA Support Kit 1 sector
***
NTM 202 1051/01
ASU Support kit RBS2106
***
NTM1010587/1
MOUNTING SET/PBC-02, PBC-BU SINGLE MOUNT
***
NTM101804/2
SET OF MATERIALS/GROUNDING KIT 35MM2
***
NTM101902/1
SET OF MATERIALS/INTRUSION PROTECTION SC
***
NTM19208/3
MOUNTING SET/POLE BRACKET SET
***
NTM19243/1
MOUNTING SET/MATERIAL SET WALL BRACKET
***
NTM1970160/1
SET OF MATERIALS/PBA,CAM,128CE,RBS
***
NTM1970195/1
SET OF MATERIALS/RBS, RX DOWNCONVERTER,
***
NTM1970534/1
SET OF MATERIALS/RBS, MTX UPCONVERTER, 8
***
NTM1970720/1
SET OF MATERIALS/RBS, PBA, CAM, 64CE
***
NTM2011285/1
Lifting eye set
***
NTM2011285/1
Lifting eye set
***
NTM201207/1
Label Set for feeders
***
NTM2012685/01
Grounding kit RBS 220x, BBS
***
NTM2012977/1
Concrete Anchor Kit RBS2206
***
NTM2012977/2
SET OF MATERIALS/EXPANDERBOLTS,M12X90MM
***
NTM2012983/1
CABLE SET/CDU-G COMBINED
***
NTM2013072/2
SET OF MATERIALS/ESB/CABLE 7,020M RBS 2
***
NTM2013093/1
SET OF MATERIALS/TG SYNC SUPPORT RBS2106
***
NTM2013146/1
PCM Label Set RBS2X06
***
NTM2021047/01
SET OF MATERIALS/ASU-SUPPORT RBS2206
***
NTM2021048/01
SET OF MATERIALS/(B),BIAS INJECTOR KIT/S
***
NTM2021049/01
TMA Support Kit 2 sector
***
NTM2021050/01
TMA Support Kit 3 sector
***
NTM2021050/01
TMA Support Kit 3 sector
***
NTM2021050/01
SET OF MATERIALS/(B,B,B),BIAS INJECTOR K
***
NTM2021050/01
TMA Support Kit 3 sector
***
NTM2021051/01
SET OF MATERIALS/ASU-SUPPORT RBS2106
***
NTM20268/29
SET OF MATERIALS/TMA-CM KIT FOR RBS 2109
***
NTMU20128/1
KIT/KIT, SPLIT B SECTOR DIVERSITY
***
NTZ111111
SPARE PARTS SET/4 PCS OF OVP BOARDS
***
NTZ112515/2
SPARE PARTS SET/SUNSHIELD
***
NTZ112516/1
SPARE PARTS SET/PIB;POWER INTERFACE BOAR
***
NTZ112517/1
SPARE PARTS SET/IFB;INTERFACE BOARD
***
RNV9912007/1
STRAPPING PLUG/STRAPPING PLUG, RBS 2107
***
RPM 113 7593/15000
PCM RJ45/15Pin connection cable
***
RPM 513 1104/12420
TG-Synch External Cable
***
RPM 513 1839/01600
Internal PCM Cable
***
RPM 628 180/3
USA Power Outlet type
***
RPM1137593/15000
CONNECTION CABLE/CABLE-RBS TO ADC SONEP
***
RPM1137593/15000
PCM RJ45/15Pin Conn Cable
***
RPM119342/4
CABLE WITH CONNECTOR/RBS JUMPER N(M)-7/1
***
RPM119395/1
CABLE WITH CONNECTOR/OMT CABLE 20 M RBS
***
RPM119511/2
CABLE WITH CONNECTOR/Y CABLE MASTER 0,5
***
RPM119925/1
CABLE WITH CONNECTOR/CABLE EBB TO IXU
***
RPM119958/5000
POWER CABLE/DC-CABLE 5,0 M
***
RPM5131104/07020
CABLE/SIGNAL ESB/CAB
***
RPM5131782/00310
COAXIAL CABLE/COAXIAL CABLE RBS2206
***
RPM5131893/00210
COAXIAL CABLE/QMA CDU-TRU/RXA RBS2206
***
RPM5131893/00230
COAXIAL CABLE/QMA CDU-TRU/RXA RBS2206
***
RPM5131893/00390
COAXIAL CABLE/QMA CDU-TRU/RXA RBS2206
***
RPM5132186/00200
CABLE WITH CONNECTOR/EXT ALARM/CONN.FIEL
***
RPM5132190/01600
CABLE WITH CONNECTOR/DXU/CONN.FIELD
***
RPM5132193/01700
CABLE WITH CONNECTOR/ESB/CONN.FIELD, RBS
***
RPM513904/02160
CABLE/SIGNAL ESB
***
RPM628180/3
CONNECTION CABLE/A3CU, US
***
RPT403805/01
CONNECTOR/D-SUB STRAPPING PLUG 90 OHM
***
SAR201080/03
LIFTING EYE BOLT/LIFTIG EYE BOLT LT M8 S
***
SAR201100/03
Lifting eye RBS 2206
***
SDF10548/1
COVER/PROTECTION COVER FAN UNIT
***
SEB1121133/3
FRAME/MBU-01
***
SMB10210/1
LOCK/LOCK/KEY, CABINET
***
SXK 107 2465/1
Lock Handle
***
TPM1010023/10M
CABLE/TFL3016003/4 10M SPO
***
TSR26323 / 900
Power cable BFU21-1MU/2x6
***
TSR95170/2
½" jumper(superflex),2m, 7/16(m)- 7/16(m
***




***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
26

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

8.   TEMS

Ericsson Part #
Description
NET Price
TEMS Investigation
 
FAB 801 5873
TEMS investigation 7.1 GSM Base Package
***
FAB 801 5872
TEMS investigation 7.1 UMTS Base Package
***
FAB 801 5884
Sony Ericsson W600i
***
FAB 801 4913
Nokia 6230 US
***
FAB 801 5886
Qualcomm License Option B
***
FAB 801 5889
Nokia License Option A
***
FAB 801 5890
Motorola License Option A
***
FAB 801 6096
PCTEL License Option
***
FAB 801 1238
Garmin GPS 35 PC, GPS Kit
***
FAB 801 1253
USB-to-RS232 Serial Converter, HUB 4 Ports
***
FAB 801 1254
USB-to-RS232 Serial Converter, HUB 8 Ports
***
FAB 801 5770
OEM USB GPS Kit
***
KRY 901 053
7 Port USB Hub
***
KRY 901 033
2 Port USB Hub Cable
***
TEMS DriveTester
 
FAB 801 6199
TEMS DriveTester CDMA 4.x Base Package
***
KRC 161 047
TEMS Kyocera SE44 Phone
***
RPM 119 0052
SE44 Interface Cable
***
FAB 801 4991
TEMS DriveTester GSM/GPRS 2.x with T610, Short Stand
***
FAB 801 4992
TEMS DriveTester GSM/GPRS 2.x with T616, Short Stand
***
FAB 801 4993
TEMS DriveTester GSM/GPRS 2.x with T618, Short Stand
***
FAB 801 5005
TEMS DriveTester 2.x T610 Phone Kit
***
FAB 801 5006
TEMS DriveTester 2.x T616 Phone Kit
***
FAB 801 5007
TEMS DriveTester 2.x T618 Phone Kit
***
FAB 801 3239
TEMS DriveTester Annual Support
***
LZU 102 684
TEMS DriveTester Training (1 Day, plus expenses)
***
TEMS DeskCAT
 
 
FAB 801 2997
TEMS DeskCAT 5.1 (Single User License)
***
FAB 801 2998
TEMS DeskCAT 5.1 (Site License)
***
FAB 801 2999
TEMS DeskCAT 5.1 (Corporate License)
***
LZU 102 513
Training, TEMS DeskCAT (2 days, plus expenses)
***




***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
27

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

9.   CALEA

Product Number
Description
Parameter
NET Price
Hardware
 
 
 
SG-2100-02-01-10
Call Data Delivery Function (CDDF) hardware - Hi Availability - 1 per 15 MSC
per small system
***
SG-3101-02-01-10
Global System Admin (GSA) Hardware - UNIX Hi Availability - 1 per network
per small system
***
27-310-0176
Rack Assembly (Includes Router/Hub/cables/IP)
per small system
***
MFM - 1 Per Network (Optional)
 
***
SG-4000-02-01-10
Maintenance and Fault Monitoring Hardware, Basic
per unit
***
Spares
 
 
***
SG-2100-03-01-10
Spare, CDDF, High Availability
per unit
***
SG-3100-03-01-10
Spare, GSA, High Availability
per unit
***
Software
 
 
***
Ericsson LI feature
 
 
***
FAJ122568/4
GSM MSC R9.1 Lawful Intercept feature
included in SW CAP
***
CDDF - 1 per 15 MSCs
 
 
SG-2000-02-01-20
CDDF Software - 200 CDCs (MSC support)
per small system
***
SG-2000-02-01-60
CDDF Software - (HLR support)
per small system
***
SG-2000-02-01-23
CALEA Punch List Software Upgrade
per small system
***
SG-2000-02-01-30
Toggle for Dial Digit Extraction/Location Information in CDDF & GSA
per small system
***
GSA - 1 Per Network - GSM only
 
 
SG-3000-02-01-21
GSA 1 Software No. of Targets/taps 150
per small system
***
SG-3000-02-01-60
GSA Software for HLR Support
per small system
***
MFM - 1 Per Network (Optional) - GSM only
 
 
SG-4000-02-01-20
MFM Software including Single SIS platform
per small system
***




***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
28

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

10.   GSM Spares

Ericsson Part #
Description
Kit Quantity
NET Price
MSC-GSM SPARES
AXE810 MSC Spares Kit
 
***
NTZ 111 64/1
APZ 212 30/1 Common Kit
1
***
NTZ 111 109/1
APZ 212 33 Kit IPN Adapted - Not fitted
1
***
NTZ 111 53/6
Common Kit
1
***
NTZ 111 53/7
GB Kit
1
***
NTZ 111 57/10
MSC Misc.Kit ANSI
1
***
BFD 509 08/3
Fan Unit
1
***
BFD 509 08/4
Fan Unit (GEM)
1
***
ROJ 207 030/2
RP Bus Board Serial
1
***
ROJ 204 16/5
RPP(DTI2) Board
1
***
ROJ 204 43/2
RPG3 Board
1
***
ROJ 204 06/1
DLHB Board
1
***
ROJ 204 507/1
RP4-H Board
1
***
ROJ 208 306/1
ET155 Board
1
***
BSC-GSM SPARES
AXE810 BSC/TRC Spares Kit
 
***
NTZ 111 64/1
APZ 212 30/33 Common Kit
1
***
NTZ 111 64/3
CPG, APZ 212 30, 80 MHz
1
***
NTZ 111 53/6
Common Kit
1
***
NTZ 111 53/7
GB Kit
1
***
BFD 509 08/3
Fan Unit
1
***
BFD 509 08/4
Fan Unit (GEM)
1
***
ROJ 207 030/2
RP Bus Board Serial
1
***
ROJ 204 43/2
RPG3 Board
1
***
ROJ 204 06/1
DLHB Board
1
***
ROJ 204 507/1
RP4-H Board
1
***
ROJ 208 306/1
ET155 Board
1
***
NTZ 111 58/3
PCU Kit
1
***
2206SPARES-1900
BTS 2206 Spare Kit, 1900 MHz (1 Kit per 100 dTRU's)
 
***
BML 231 202/1
PSU:Power supply unit, (PSU230 1000W +24VDC FC Opto, /2106, /2206)
1
***
BOE 602 14/1
Functional Unit, DXU-21, (for /2106, /2206)
1
***
KRY 101 1856/1
Unit, CXU 900/1800/1900 MHz, ( for RBS 2106, /2206)
1
***
BFL 119 153/1
CDU-G 1900MHz,Combiner Unit, (for /2106, /2206)
1
***
KRC 131 1004/2
Transceiver 1900MHz (EDGE dTRU)
2
***
KRY 112 54/1
Unit, ASU, ( for RBS 2106, /2206)
1
***
KRY 112 71/2
ddTMA 1900 FB with LNA by-pass:
2
***
BFL 119 406/1
Subrack, (Subrack CDU-G/F repair code "A" + critical "1" =>C.S. RBS 2106, /2206)
1
***
BGM 136 1001/2
Printed Board assembly., (FCU 4 Fan RBS 2106, /2206)
1
***
BKV 301 216/77
Fan Unit, (Diagonal, dia. 171,5*51 24VDC, for RBS 2106, /2206)
1
***
BMG 980 06/1
IDM:Distribution Unit, (IDM Panel for RBS 2106, /2206)
1
***
BMG 980 07/1
ACCU, (repair code "A" + critical "1" =>C.S. for RBS2206)
1
***
BMG 980 07/2
DCCU, (repair code "A" + critical "1" =>C.S. for RBS2206)
1
***
KDR 109 61/964
Microcircuit, (Flash ATA 64,2M 5,5V 3,3V I, for RBS 2106, /2206)
1
***
KFE 101 1145/1
Filter Unit, (repair code "A" + critical "1" =>C.S. VDC Filter /2206)
1
***
KRY 101 1873/1
TMA-CM Kit (Incl. Front TMA-CM 01, Optional for/2106, /2206)
1
***
KTY 901 05/1
Accessories, repair code "A" + critical "1" =>C.S. Transmission Adapter for /2106, /2206)
1
***
NFD 496 23/1
Over voltage arrester (DF-OVP, 18V # for RBS 2106, /2206)
1
***
NCD 300 16/01
Alarm Panel RBS 2106 (16 Alarm)
1
***
ROA 219 5313/1
Printed Board assembly., (TRU Backplane RBS 2106, /2206)
1
***
ROA 219 5314/1
Printed Board assembly., (DXU Backplane only for RBS 2206)
1
***
RPM 513 1110/01700
Connection cable, (repair code "A" + critical "1" =>C.S. Conn.cable +24V, RBS2206)
1
***
RPM 513 1116/02500
Signaling cable, (repair code "A" + critical "1" =>C.S. LED-cable GSM syst, RBS2206)
1
***
RPM 513 1138/01700
Connection cable, (repair code "A" + critical "1" =>C.S. Conn.cable +24V, RBS2206)
1
***
RPM 513 1409/02500
Optical fiber cable, (repair code "A" + critical "1" =>C.S. for /2206)
1
***
RPM 513 1410/02500
Optical fiber cable, (repair code "A" + critical "1" =>C.S. for /2206)
1
***
RPM 513 852/00160
Connection cable, (Opto for RBS 2106, /2206)
1
***
RPM 513 852/00250
Connection cable, (Opto for RBS 2106, /2206)
1
***
RPM 513 904/02160
Cable, (repair code "A" + critical "1" =>C.S. Signal ESB RBS2206)
1
***
RPM 982 02/200
Optical cable w. connector, (repair code "A" + critical "1" =>C.S. L=200 MM, /2206)
1
***
Miscellaneous MSC/BSC/BTS Spares
 
 
 ***
FAH 107 318/1
ET4-1 Spare, PDB board
per unit
***
FAH 107 318/2
ET4-1 Spare, CCF-LI board
per unit
***
FAH 107 318/3
ET4-1 Spare, ET-SFB board
per unit
***
NTZ 111 58/3
PCU Kit
per unit
***
FAB 102 863/4
Diplexers
per unit
***
CALEA Spares
 
 
***
SG-2100-03-01-10
Spare, CDDF, High Availability
per unit
***
SG-3100-03-01-10
Spare, GSA, High Availability
per unit
***




***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RCC and Ericsson Confidential & Proprietary
Restated and Amended Master Purchase Agreement
29

CONFIDENTIAL TREATMENT REQUESTED Exhibit 10.11(c) Redacted

11.   Services

GSM Implementation Services
 
 
Ericsson Part #
Description
Parameter
Net Price
MSC
 
 
 
 
Mini GTP MSC
per node
***
 
MSC upgrade 84 to 168 T1
per node
***
 
MSC (Model 1 336 T1) with APG40
per node
***
 
Optional ETC cabinet
per node
***
BSC
 
 
 
 
BSC/TRC 450 with APG40
per node
***
 
Remote BSC
per node
***
BTS
 
 
 
 
BTS 2206 3x2 with TMA support
per node
***
 
BTS 2106 3x2 with TMA support
per node
***
 
BTS 2206 dTRU Expansion
per node
***
 
BTS 2109 1x4
per node