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Previous: ALYN CORP, 10-Q, 1998-08-12 |
Next: CORNELL CORRECTIONS INC, 10-Q, 1998-08-12 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended JUNE 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from____________ to______________
333-06609-01
Commission file number________333-06609-02___________
SPRINT SPECTRUM L.P.
SPRINT SPECTRUM FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 48-1165245
DELAWARE 43-1746537
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
4900 Main Street, Kansas City, Missouri, 64112
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(816) 559-1000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
As of August 1, 1998, Sprint Spectrum Finance Corporation had Common Stock
outstanding of 100 shares.
<PAGE>
SPRINT SPECTRUM L.P.
SPRINT SPECTRUM FINANCE CORPORATION
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1998
INDEX
Page
Number
-----------
Part I - Financial Information......................................... 1 - 21
Item 1a. Financial Statements - Sprint Spectrum L.P................. 1 - 7
Consolidated Condensed Balance Sheets............................. 1
Consolidated Condensed Statements of Operations................... 2
Consolidated Condensed Statements of Cash Flows................... 3
Notes to Consolidated Condensed Financial Statements.............. 4 - 7
Item 1b. Financial Statements - Sprint Spectrum Finance Corporation. 8 - 11
Condensed Balance Sheets.......................................... 8
Condensed Statements of Operations................................ 9
Condensed Statements of Cash Flows................................ 10
Notes to Condensed Financial Statements........................... 11
Item 2a. Management's Discussion and Analysis of Financial Condition
and Results of Operations - Sprint Spectrum L.P................... 12 - 20
Item 2b. Management's Discussion and Analysis of Financial Condition
and Results of Operations - Sprint Spectrum Finance Corporation... 21
Part II - Other Information
Item 1. Legal Proceedings........................................... 22 - 23
Item 2. Changes in Securities....................................... 23
Item 3. Defaults On Senior Securities............................... 23
Item 4. Submission of Matters to a Vote of Security Holders......... 24
Item 5. Other Information........................................... 24
Item 6. Exhibits and Reports on Form 8-K............................ 24 - 25
Signature.............................................................. 26 - 27
Exhibits
<PAGE>
PART I.
Item 1a.
<TABLE>
SPRINT SPECTRUM L.P.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands)
June 30, December 31,
1998 1997
------------- -------------
- -------------------------------------------------------
(unaudited)
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents........................... $ 78,043 $ 36,821
Accounts receivable, net............................ 126,495 96,318
Receivable from affiliates.......................... 63,834 105,156
Inventory........................................... 120,359 96,907
Prepaid expenses and other assets................... 41,210 25,353
------------- -------------
Total current assets.............................. 429,941 360,555
INVESTMENT IN PCS LICENSES, net........................ 2,059,200 2,085,836
PROPERTY, PLANT AND EQUIPMENT, net..................... 3,414,104 3,132,664
MICROWAVE RELOCATION COSTS, net........................ 268,131 250,397
OTHER ASSETS, net...................................... 91,407 101,465
============= =============
TOTAL ASSETS........................................... $ 6,262,783 $ 5,930,917
============= =============
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable.................................... $ 237,414 $ 305,524
Payable to affiliates............................... - 1,190
Accrued interest.................................... 76,860 45,851
Accrued expenses.................................... 292,149 227,890
Current maturities of long-term debt ............... 11,694 11,380
------------- -------------
Total current liabilities......................... 618,117 591,835
CONSTRUCTION OBLIGATIONS............................... 397,492 705,280
LONG TERM DEBT......................................... 4,615,130 3,101,539
OTHER NONCURRENT LIABILITIES........................... 70,779 48,975
COMMITMENTS AND CONTINGENCIES
LIMITED PARTNER INTEREST IN CONSOLIDATED SUBSIDIARY.... 5,000 5,000
PARTNERS' CAPITAL AND ACCUMULATED DEFICIT:
Partners' capital................................... 3,437,565 3,437,565
Accumulated deficit................................. (2,881,300) (1,959,277)
------------- -------------
Total partners' capital........................... 556,265 1,478,288
============= =============
TOTAL LIABILITIES AND PARTNERS' CAPITAL................ $ 6,262,783 $ 5,930,917
============= =============
See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
PART I.
Item 1a.
SPRINT SPECTRUM L.P.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
(In Thousands)
<TABLE>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- -------------------------
1998 1997 1998 1997
- -------------------------------------- ------------ ------------ ------------- ----------
<S> <C> <C> <C> <C>
OPERATING REVENUES..................... $ 192,294 $ 25,386 $ 336,104 $ 34,853
OPERATING EXPENSES:
Cost of revenues.................... 205,311 88,294 374,196 136,121
Selling, general and administrative. 223,014 148,504 447,596 266,576
Depreciation and amortization....... 149,856 66,300 264,527 100,682
------------ ------------ ------------- ----------
Total operating expenses.......... 578,181 303,098 1,086,319 503,379
LOSS FROM OPERATIONS................... (385,887) (277,712) (750,215) (468,526)
OTHER INCOME (EXPENSE):
Interest, net ...................... (98,342) (11,705) (175,649) (10,897)
Other income........................ 1,996 1,753 3,841 2,875
------------ ------------ ------------- ----------
Total other income (expense)...... (96,346) (9,952) (171,808) (8,022)
============ ============ ============= ==========
NET LOSS............................... $ (482,233) $ (287,664) $ (922,023) $(476,548)
============ ============ ============= ==========
See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
PART I.
Item 1a.
SPRINT SPECTRUM L.P.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
<TABLE>
Six Months Ended
June 30,
-----------------------------
1998 1997
- -------------------------------------------------------------- -------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss................................................... $ (922,023) $ (476,548)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization............................ 264,527 100,682
Amortization of debt discount and issuance costs......... 26,508 22,615
Changes in assets and liabilities:
Receivables............................................ 14,006 (29,541)
Inventory.............................................. (23,452) (11,824)
Prepaid expenses and other assets...................... (12,164) (8,664)
Accounts payable and accrued expenses.................. 25,968 (3,552)
Other non current liabilities.......................... 21,804 8,917
-------------- -------------
Net cash used in operating activities................ (604,826) (397,915)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures....................................... (516,145) (1,202,946)
Microwave relocation costs................................. (23,781) (80,035)
-------------- -------------
Net cash used in investing activities................ (539,926) (1,282,981)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions...................................... - 175,000
Net borrowing under revolving credit agreement............. 760,000 390,000
Proceeds from issuance of long-term debt................... 737,030 766,128
Change in construction obligations......................... (307,788) 452,206
Payments on long-term debt................................. (3,268) (40,023)
Debt issuance costs........................................ - (20,000)
-------------- -------------
Net cash provided by financing activities............ 1,185,974 1,723,311
-------------- -------------
INCREASE IN CASH AND CASH EQUIVALENTS........................ 41,222 42,415
CASH AND CASH EQUIVALENTS, Beginning of period................ 36,821 49,988
-------------- -------------
CASH AND CASH EQUIVALENTS, End of period...................... $ 78,043 $ 92,403
============== =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid, net of amount capitalized.................. $ 63,137 $ 27
NON-CASH INVESTING AND FINANCING ACTIVITIES:
- Accrued interest of $46.2 million and $78.2 million
related to vendor financing was converted to long-term debt
during the three and six months ended June 30, 1998,
respectively.
See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
PART I.
Item 1a.
SPRINT SPECTRUM L.P.
Notes to Consolidated Condensed Financial Statements (Unaudited)
The information contained in this Form 10-Q for the three and six month interim
periods ended June 30, 1998 and 1997 has been prepared in accordance with
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of
management, all adjustments considered necessary, consisting only of normal
recurring accruals, to present fairly the consolidated financial position,
results of operations, and cash flows for such interim periods have been made
(See Note 1).
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The results of operations for the
three and six months ended June 30, 1998 are not necessarily indicative of the
operating results that may be expected for the year ended December 31, 1998.
These unaudited consolidated condensed financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in the 1997 Annual Report on Form 10-K filed by Sprint Spectrum L.P.
and Sprint Spectrum Finance Corporation.
1. Organization
Sprint Spectrum L.P. (the "Company") is a limited partnership formed in Delaware
on March 28, 1995, by Sprint Spectrum Holding Company, L.P. ("Holdings") and
MinorCo, L.P. ("MinorCo") both of which were formed by Sprint Enterprises, L.P.,
TCI Spectrum Holdings, Inc., Cox Telephony Partnership and Comcast Telephony
Services (together the "Partners"). The Partners are subsidiaries of Sprint
Corporation ("Sprint"), Tele-Communications, Inc. ("TCI"), Cox Communications,
Inc. ("Cox"), and Comcast Corporation ("Comcast" and together with Sprint, TCI
and Cox, the "Parents"), respectively. The Partnership and certain other
affiliated partnerships offer services as Sprint PCS.
The partners of the Company have the following ownership interests as of June
30, 1998 and 1997:
Sprint Spectrum Holding Company, L.P. (general partner)....greater than 99%
MinorCo, L.P. (limited partner)................................less than 1%
The Company is consolidated with its subsidiaries, WirelessCo, L.P.
("WirelessCo"), Sprint Spectrum Equipment Company, L.P. ("EquipmentCo"), Sprint
Spectrum Realty Company, L.P. ("RealtyCo") and Sprint Spectrum Finance
Corporation ("FinCo"). WirelessCo was formed on October 24, 1994 to develop,
operate and manage an integrated wireless business. On May 15, 1996, EquipmentCo
was formed to lease or own wireless communication network equipment, and
RealtyCo was formed to lease or own real property on which wireless
communication facilities are to be located. On May 20, 1996, FinCo was formed to
be a co-obligor of the senior notes and senior discount notes.
Sprint Recapitalization - Sprint has entered into a restructuring agreement with
TCI, Comcast and Cox (the "Cable Parents") to restructure Sprint's wireless PCS
operations (the "PCS Restructuring") subject to Sprint stockholder and FCC
approvals. If the PCS Restructuring occurs as planned, Sprint will acquire the
joint venture interests of TCI, Comcast and Cox in Sprint PCS and the joint
venture interest of TCI and Cox in PhillieCo Partners I, L.P. and PhillieCo
Partners II, L.P. In exchange for these joint venture interests, Sprit will
issue to TCI, Comcast, and Cox a newly created class of Sprint common stock (the
"PCS Stock"). The PCS Stock will be
<PAGE>
intended to reflect separately the performance of these joint ventures and
Sprint's other PCS interests. The operations will be referred to as the PCS
Group.
Deadlock Event - The proposed budget for fiscal year 1998 has not been approved
by the Holdings partnership board, which resulted in the occurrence of a
"Deadlock Event" as of January 1, 1998 under the Amended and Restated Agreement
of Limited Partnership of MajorCo, L.P. (renamed Sprint Spectrum Holding
Company, L.P.) dated January 31, 1996 (the "Holdings Partnership Agreement").
Holdings is the sole general partner of Sprint Spectrum L.P. Under the Holdings
Partnership Agreement, if one of the Partners refers the budget issue to the
chief executive officers of the Parents for resolution pursuant to specified
procedures and the issue remains unresolved, buy/sell provisions would be
triggered which may result in the purchase by one or more of the Partners of the
interest of the other Partners, or, in certain circumstances, the liquidation of
Holdings and it subsidiaries. Discussions among the Partners about restructuring
their interests in Holdings, in lieu of triggering such buy/sell procedures,
have resulted in the Partners entering into a restructuring agreement dated May
26, 1998. See "Sprint Recapitalization" above for a discussion of the
restructuring agreement between the Partners.
2. Summary of Significant Accounting Policies
Basis of Presentation - The assets, liabilities, results of operations and cash
flows of entities in which the Company has a controlling interest have been
consolidated. All significant intercompany accounts and transactions have been
eliminated.
Accounts Receivable - Accounts receivable are net of an allowance for doubtful
accounts of approximately $20.8 million and $9.0 million at June 30, 1998 and
December 31, 1997 respectively.
Investment in PCS Licenses - During 1994 and 1995, the Federal Communications
Commission ("FCC") auctioned PCS licenses in specific geographic service areas.
The FCC grants licenses for terms of up to ten years, and generally grants
renewals if the licensee has complied with its license obligations. The Company
believes it will be able to secure renewal of the PCS licenses used by its
subsidiaries. PCS licenses are amortized over 40 years once placed in service.
Accumulated amortization for PCS licenses totaled approximately $71.6 million
and $45.0 million as of June 30, 1998 and December 31, 1997, respectively.
Microwave Relocation Costs - The Company has also incurred costs associated with
microwave relocation in the construction of the PCS network. Microwave
relocation costs are amortized over 40 years, consistent with the PCS licenses.
Accumulated amortization for microwave relocation costs totaled approximately
$8.4 million and $5.2 million as of June 30, 1998 and December 31, 1997,
respectively.
Intangible Assets - The ongoing value and remaining useful life of intangible
assets are subject to periodic evaluation. The Company currently expects the
carrying amounts to be fully recoverable. Impairments of intangibles and
long-lived assets are assessed based on an undiscounted cash flow methodology.
Capitalized Interest - Interest costs associated with the construction of
capital assets (including the PCS licenses) incurred during the period of
construction are capitalized. The total interest capitalized for the six months
ended June 30, 1998 and 1997 was approximately $22.1 million and $70.4 million,
respectively.
Debt Issuance Costs - Included in other assets are costs associated with
obtaining financing. Such costs are capitalized and amortized to interest
expense over the term of the related debt instruments using the effective
interest method. Accumulated amortization at June 30, 1998 and December 31, 1997
totaled approximately $19.6 million and $13.3 million, respectively.
<PAGE>
Income Taxes - The Company has not provided for federal or state income taxes
since such taxes are the responsibility of the individual Partners.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Reclassification - Certain reclassifications have been made to the 1997
consolidated condensed financial statements to conform to the 1998 statement
presentation.
3. Long-Term Debt and Borrowing Arrangements
Bank Credit Facility - The Company entered into an agreement with The Chase
Manhattan Bank ("Chase") as agent for a group of lenders for a $2 billion bank
credit facility dated October 2, 1996. The proceeds of this facility are to be
used to finance working capital needs, subscriber acquisition costs, capital
expenditures and other general Company purposes.
The facility consists of a revolving credit commitment of $1.7 billion and a
$300 million term loan commitment. In December 1997, certain terms relating to
the financial and operating conditions were amended. As of June 30, 1998 the
term loans have a weighted average interest rate of 8.19%. As of June 30, 1998,
$1.4 billion had been drawn under the revolving credit facility at a weighted
average interest rate of 8.21% with $300.0 million remaining immediately
available. Commitment fees for the revolving portion of the agreement are
payable quarterly based on average unused revolving commitments.
Vendor Financing - As of October 2, 1996, the Company entered into financing
agreements with Northern Telecom Inc. ("Nortel") and Lucent Technologies Inc.
("Lucent", and together with Nortel, the "Vendors") for multiple drawdown term
loan facilities totaling $1.3 billion and $1.8 billion, respectively. The
proceeds of such facilities are to be used to finance the purchase of goods and
services provided by the Vendors. Additionally, the commitments allow for the
conversion of accrued interest into additional principal. Such conversions do
not reduce the availability under the commitments. Interest accruing on the debt
outstanding at March 31, 1999, can be converted into additional principal
through February 8, 2000 and March 30, 2000, for Lucent and Nortel,
respectively.
On April 30, 1997 and November 20, 1997, the Company amended the terms of its
financing agreement with Nortel. The amendments provide for a syndication of the
financing commitment between Nortel, several banks and other vendors (the
"Nortel Lenders") and the modification of certain operating and financial
covenants. As of June 30, 1998, $835.2 million, including converted accrued
interest of $46.1 million, had been borrowed at an interest rate of 8.84% with
$510.9 million remaining available under the first phase.
On May 29 and December 15, 1997, the Company amended the terms of its financing
agreement with Lucent. The amendment provides for a syndication of the financing
commitment between Lucent, Sprint and other banks and vendors (the "Lucent
Lenders") and the modification of certain operating and financial covenants. The
Lucent Lenders have committed to financing up to an aggregate of $1.8 billion,
with Sprint financing up to $300 million. As of June 30, 1998, the Company had
borrowed approximately $1.5 billion, including converted accrued interest of
$83.8 million, at a weighted average interest rate of 8.76% with $383.8 million
remaining available.
<PAGE>
Certain amounts included under Construction Obligations on the consolidated
condensed balance sheets may be financed under the Vendors' financing
agreements.
5. Contingencies and Commitments
Procurement Contract- On May 8, 1998, the Company amended its procurement and
services agreement with Lucent. The amendment provides for an additional pricing
structure for certain equipment, software and engineering services purchased by
the Company from Lucent after January 1, 1998. Significant original contract
provisions, including but not limited to, the length of the contract and the
payment terms, have not been amended. The minimum commitment under the amendment
is approximately $353 million.
Litigation - The Company is involved in various legal proceedings incidental to
the conduct of its business. While it is not possible to determine the ultimate
disposition of each of these proceedings, the Company believes that the outcome
of such proceedings, individually and in the aggregate, will not have a material
adverse effect on the Company's financial condition or results of operations.
<PAGE>
Part I.
Item 1b.
SPRINT SPECTRUM FINANCE CORPORATION
(A wholly-owned subsidiary of Sprint Spectrum L.P.)
CONDENSED BALANCE SHEETS
<TABLE>
June 30, December 31,
1998 1997
---------------------------------------------------------- ---------- ----------
(Unaudited)
ASSETS
<S> <C> <C>
Receivable from parent..................................... $ - $ -
---------- ----------
TOTAL ASSETS............................................... $ - $ -
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Payable to parent.......................................... $ 1,497 $ 1,497
STOCKHOLDER'S EQUITY:
Common stock, $1.00 par value; 1,000 shares authorized;
100 shares issued and outstanding.................. 100 100
Accumulated deficit...................................... (1,597) (1,597)
---------- ----------
Total stockholders' equity.......................... (1,497) (1,497)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY...............
$ - $ -
========== ==========
See notes to condensed financial statements.
</TABLE>
<PAGE>
Part I.
Item 1b.
SPRINT SPECTRUM FINANCE CORPORATION
(A wholly-owned subsidiary of Sprint Spectrum L.P.)
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
Operating Revenues.... $ - $ - $ - $ -
Operating Expenses.... - - - -
---------- ---------- ---------- ----------
Net Loss.............. $ - $ - $ - $ -
========== ========== ========== ==========
See notes to condensed financial statements.
<PAGE>
<TABLE>
Part I.
Item 1b.
SPRINT SPECTRUM FINANCE CORPORATION
(A wholly-owned subsidiary of Sprint Spectrum L.P.)
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended
June 30, 1998 June 30, 1997
-------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Adjustments to reconcile net loss to net cash used in
operating activities:
Net loss............................................ $ - $ -
Changes in assets and liabilities:
Receivable from parent........................... - -
Payable to parent................................ - -
-------------- ---------------
Net cash used in operating activities.......... - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock............................... - -
-------------- --------------
Net cash provided by financing activities...... - -
-------------- --------------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS....................................... - -
CASH AND CASH EQUIVALENTS, Beginning of Period........... - -
============== ==============
CASH AND CASH EQUIVALENTS, End of Period................. $ - $ -
============== ==============
See notes to condensed financial statements.
</TABLE>
<PAGE>
Part I.
SPRINT SPECTRUM FINANCE CORPORATION
(A wholly-owned subsidiary of Sprint Spectrum L.P.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
The information contained in this Form 10-Q for the three and six month interim
period ended June 30, 1998 and 1997 has been prepared in accordance with
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of
management, all adjustments considered necessary, consisting only of normal
recurring accruals, to present fairly the consolidated financial position,
results of operations, and cash flows for such interim periods have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. The results of operations for the three and six
months ended June 30, 1998 are not necessarily indicative of the operating
results that may be expected for the year ended December 31, 1998. These
unaudited condensed financial statements should be read in conjunction with the
financial statements and the notes thereto included in the 1997 Annual Report on
Form 10-K filed by Sprint Spectrum L.P. and Sprint Spectrum Finance Corporation.
1. Organization
Sprint Spectrum Finance Corporation ("FinCo"), a Delaware corporation, was
formed on May 21, 1996 and is a wholly-owned subsidiary of Sprint Spectrum L.P.
(the "Partnership"). FinCo was formed to be a co-obligor of $250 million in
senior notes and $500 million in senior discount notes. FinCo pays a management
fee to the Partnership based on actual expenses paid by the Partnership of
behalf of FinCo. The losses generated by the management fee incurred by FinCo
will be funded by the Partnership.
The Partnership contributed $100 to FinCo on May 21, 1996 in exchange for 100
shares of common stock.
<PAGE>
PART I.
Item 2a.
SPRINT SPECTRUM L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with Sprint
Spectrum L.P.'s consolidated condensed financial statements and notes thereto.
The term "Company" refers to Sprint Spectrum L.P. and its subsidiaries,
including FinCo, WirelessCo, RealtyCo, and EquipmentCo.
The Company includes certain estimates, projections and other forward-looking
statements in its reports as well as in presentations to analysts and others and
in other material disseminated to the public. There can be no assurances of
future performance and actual results may differ materially from those in the
forward-looking statements. Factors which could cause actual results to differ
materially from estimates or projections contained in forward-looking statements
include:
- the establishment of a market for new digital personal communications
services ("PCS");
- the introduction of competitive service plans and pricing and other effects
of vigorous competition in the markets in which the Company currently
operates or intends to market its services;
- the impact of technological change which may diminish the value of existing
equipment which may, in turn, result in the need to incur additional costs
to upgrade previously sold communications equipment;
- the cost of entering new markets necessary to provide services;
- the impact of any unusual items resulting from ongoing evaluations of the
Company's business strategies;
- the impact of changes brought about by possible restructuring of partners'
ownership interests;
- the effects of unanticipated delays or problems with the development of
technologies and systems used by the Company;
- requirements imposed on the Company and its competitors by the Federal
Communications Commission ("FCC") and state regulatory commissions under
the Telecommunications Act of 1996;
- the possibility of one or more of the markets in which the Company will
compete being impacted by variations in political, economic or other
factors over which the Company has no control;
- the effects of unanticipated delays resulting from zoning or other disputes
with municipalities; and
- unexpected results in litigation.
General
License and Network Coverage - The Company owns 30 PCS licenses granted in the
FCC's A Block and B Block PCS auction, which concluded in March 1995. These
licenses allow the Company to provide service to 30 major trading areas ("MTAs")
covering approximately 155.9 million Pops. The Company has also affiliated and
expects to continue to affiliate with other PCS providers. Pursuant to
management and affiliation agreements, each affiliated PCS service provider will
use the Sprint(R) and Sprint PCSSM brand names, trademarks of Sprint
Communications Company L.P. ("Sprint Communications").
In 1997 the Company commenced service in all of the MTAs in which it owns a
license and expects to continue to incur additional construction costs as it
expands coverage in existing license areas. Additionally, the Company will
require substantial working capital to fund initial operating activities,
including the up-front customer acquisition costs. The extent to which the
Company is able to generate operating revenue and earnings is dependent on a
number of business factors, including maintaining existing financing, generating
operating revenues, and attaining profitable levels of market demand for the
Company's products and services.
<PAGE>
Affiliations - The Company currently affiliates with or provides management
services to entities in which the Partners have an ownership interest. The
Company has an affiliation agreement with American PCS, L.P. ("APC"), a
subsidiary of Holdings, which, through subsidiaries, owns a PCS license for and
operates both a broadband CDMA (code division multiple access) network and GSM
(global system for mobile communications) network in the Washington
D.C./Baltimore area MTA, which covers approximately 8.3 million Pops. APC
launched CDMA service at the end of the first quarter of 1998. The Company also
affiliates with Cox Communications PCS, L.P. ("Cox PCS"), a limited partnership,
in which Holdings is managing partner and has a 59.2% ownership interest. Cox
PCS owns a PCS license for the Los Angeles-San Diego MTA covering approximately
21.0 million Pops.
The Company provides management services to SprintCom, Inc. ("SprintCom") and
PhillieCo, L.P. ("PhillieCo"). SprintCom, a wholly-owned subsidiary of Sprint,
participated in the FCC's D and E Block auction which ended January 14, 1997,
and was awarded licenses for 139 of 493 BTAs, covering approximately 74.9
million Pops, all of which are geographic areas not covered by the Company's
owned PCS licenses or licenses owned by APC, Cox PCS or PhillieCo. PhillieCo is
a limited partnership organized by and among subsidiaries of Sprint, TCI and Cox
that owns a PCS license for the Philadelphia MTA covering approximately 9.2
million Pops.
In June 1998, the Company also entered into various management agreements with
other companies pursuant to which such other companies (each a "Manager") will
build networks in portions of the Company's licensed coverage area and then
affiliate the Manager's network with the Company's network. These Manager
networks will be built using the same technological standards as those of the
Company, and the Managers will use the Sprint PCS brand name to market their
services and will be required to maintain certain quality standards to be
established by the Company. The Company entered into 11 additional agreements in
July and intends to continue to enter into additional management agreements as a
means of expanding its existing network.
Sprint Recapitalization - Sprint has entered into a restructuring agreement with
TCI, Comcast and Cox (the "Cable Parents") to restructure Sprint's wireless PCS
operations (the "PCS Restructuring") subject to Sprint stockholder and FCC
approvals. If the PCS Restructuring occurs as planned, Sprint will acquire the
joint venture interest of TCI, Comcast and Cox in Sprint PCS and the joint
venture interest of TCI and Cox in PhillieCo Partners I, L.P. and PhillieCo
Partners II, L.P. In exchange for these joint venture interests, Sprint will
issue to TCI, Comcast and Cox a newly created class of Sprint common stock (the
"PCS Stock"). The PCS Stock will be intended to reflect separately the
performance of these joint ventures and Sprint's other PCS interests. The
operations will be referred to as the PCS Group.
Roaming - The Company has entered into roaming agreements with various analog
cellular providers throughout the United States and Canada. Additionally, the
Company has negotiated roaming arrangements with other CDMA PCS carriers who
provide service in geographic areas not currently covered by the CDMA network of
Sprint Spectrum and its affiliates. As a result, Sprint Spectrum customers with
dual-mode handsets capable of transmitting over cellular and CDMA PCS
frequencies have the ability to roam automatically in areas where Sprint
Spectrum service is not available and where there are roaming agreements.
Continuing Risk Factors
Year 2000 Issue - The "Year 2000" affects the Company's installed computer
systems, network elements, software applications, and other business systems
that have time sensitive programs that may not properly reflect
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or recognize the year 2000. Because many computers and computer applications
define dates by the last two digits of the year, "00" may not be properly
identified as the year 2000. This error could result in miscalculations or
system errors. The Year 2000 issue may also affect the systems and applications
of the Company's customers, vendors or resellers.
The Company is undertaking an inventory and assessment of its compute systems,
network elements, software applications and other business systems. It is
planning that Year 2000 compliance for these critical business systems will be
achieved in 1999.. The Company is also contacting others with whom they conduct
business to receive the appropriate warranties and assurances that those third
parties are or will be Year 2000 compliant. The total cost of modifications and
conversions is not known at this time; however, it is not expected to be
material to the Company's financial position and is being expensed as incurred.
In addition the Company uses publicly available services that are acquired
without contract (e.g., global positioning system timing signal) that may be
subject to the Year 2000 issue. While the Company believes these systems will be
Year 2000 compliant, the Company has no contractual or other right to compel
compliance.
If compliance is not achieved in a timely manner, the Year 2000 issue could have
a material adverse effect on the Company's operations. However, the Company is
focusing on identifying and addressing all aspects of its operations that may be
affected by the Year 2000 issue and is addressing the most critical applications
first. The Company intends to develop and implement, if necessary, appropriate
contingency plans to mitigate to the extent possible any Year 2000
noncompliance.
Deadlock Event - A proposed budget for fiscal year 1998 has not been approved by
the Holdings partnership board, which resulted in the occurrence of a "Deadlock
Event" as of January 1, 1998 under the Holdings Partnership Agreement. Holdings
is the sole general partner of Sprint Spectrum L.P. Under the Holdings
Partnership Agreement, if one of the Partners refers the budget issue to the
chief executive officers of the Parents for resolution pursuant to specified
procedures and the issue remains unresolved, buy/sell provisions would be
triggered which may result in the purchase by one or more of the Partners of the
interest of the other Partners, or, in certain circumstances, the liquidation of
Holdings and it subsidiaries. Discussions among the Partners about restructuring
their interests in Holdings, in lieu of triggering such buy/sell procedures,
have resulted in the Partners entering into a restructuring agreement dated May
26, 1998. See "Sprint Recapitalization" above for a discussion of the
restructuring agreement between the Partners.
Business Plan - To the extent the Sprint recapitalization is not approved, the
Company's business plan will require additional capital financing prior to the
end of 1998. Sources of funding for the Company's further financing requirements
may include additional vendor financing, public offerings or private placements
of equity and/or debt securities, commercial bank loans and/or capital
contributions from Holdings or the Partners. There can be no assurance that any
additional financing can be obtained on a timely basis and on terms acceptable
to the Company and its Partners and within limitations contained in the Notes,
the agreements governing the Secured Financing and any new financing
arrangements. Failure to obtain any such financing could result in the delay or
abandonment of the Company's development and expansion plans and expenditures,
the failure to meet regulatory requirements or other potential adverse
consequences.
Liquidity and Capital Resources
The continued expansion of the Company's PCS network and the marketing and
distribution of the Company's PCS products and services will continue to require
substantial capital. The Company currently estimates that its capital
expenditures through 1999 will total approximately $1.8 to $2.0 billion. Actual
amounts of the funds required may vary materially from these estimates and
additional funds would be required in the event of
<PAGE>
significant departures from the current business plan, unforeseen delays, cost
overruns, unanticipated expenses, regulatory changes, engineering design changes
and other technological risks.
The Company's primary uses of cash historically has been to fund the initial
operating losses, capital expenditures and the acquisition of PCS licenses.
Operating losses before depreciation and amortization were $485.7 million and
$367.8 million for the six months ended June 30, 1998 and 1997, respectively.
Capital expenditures totaled $516.1 million and $1,202.9 million for the six
months ended June 30, 1998 and 1997, respectively. Capital expenditures were
incurred primarily to fund the buildout of the Company's network. The Company
spent $2.1 billion to acquire the PCS licenses.
Historically, the sources of funds for the Company were principally long-term
debt, capital contributions and vendor financing arrangements. Long-term debt,
including vendor financings and construction obligations, totaled $5.0 billion
and $3.8 billion at June 30, 1998 and December 31, 1997, respectively. The
Company has used vendor financing arrangements to fund the purchase of the
equipment and software manufactured by the vendors as well as a substantial part
of the construction labor and ancillary equipment (e.g., towers, antennae)
required to construct the Company's PCS network. These facilities serve as a
primary financing source for the buildout of the network.
To the extent the Sprint recapitalization is not approved, the Company currently
has limited sources of funds to meet its capital requirements and has relied
upon capital contributions, advances from Holdings, third party debt and public
debt. The Amended and Restated Capital Contribution Agreement (the "Amended
Agreement") dated October 2, 1996 between the Company and the Partners provided
for $3.2 billion in capital contributions. As of March 31, 1998 the Partners had
fulfilled their obligation under the Amended Agreement. Further capital
contributions may be made by the Partners to Holdings which may, in turn,
contribute capital to the Company. However, the Partners are not obligated to
make additional capital contributions, and there can be no assurance that such
contributions will be made. In October 1996 and as amended in December 1997, the
Company entered into a credit agreement with The Chase Manhattan Bank, as
administrative agent for a group of lenders, for a $2.0 billion senior secured
credit facility (the "Bank Facility"). The proceeds of the Bank Facility are to
be used to finance working capital needs, subscriber acquisition costs, capital
expenditures and other general purposes of the Company. The Bank Facility
consists of a $300 million term loan commitment and a revolving credit
commitment of $1.7 billion. As of June 30, 1998, $300 million under the term
loan and $1.4 billion under the revolving credit facility had been borrowed with
$300 million remaining available.
Also in October 1996, the Company entered into credit agreements for up to an
aggregate of $3.1 billion of senior secured multiple drawdown term loan
facilities from two of its network infrastructure equipment vendors. As amended
in April and November 1997, the Nortel facility provides $1.3 billion in senior
secured loans. The Lucent facility, as amended in May and December 1997,
provides $1.8 billion in senior secured loans (together the "Vendor Financing"
and together with the Bank Facility, the "Secured Financing"). The Company is
using the proceeds from the Vendor Financing to fund the purchase of the
equipment and software manufactured by the vendors as well as a substantial part
of the construction and ancillary equipment (e.g., towers, antennae, cable)
required to construct the Company's PCS network. These facilities serve as the
primary financing mechanism for the buildout and continued expansion of the
network. The Company has borrowed $2.3 billion, including $130.0 million in
accrued converted interest, under such facilities at June 30, 1998, of which
$300 million was syndicated to Sprint.
The Bank Credit Facility agreement and the Vendor Financing agreements contain
certain restrictive financial and operating covenants, including, among other
requirements, maximum debt ratios (including debt to total capitalization),
limitations on capital expenditures, limitations on additional indebtedness and
limitations on
<PAGE>
dividends and other payment restrictions affecting certain restricted
subsidiaries. The loss of the right to use the Sprint trademark, the termination
or non-renewal of any FCC license that reduces population coverage below
specified limits, or changes in controlling interest in the Company, as defined,
among other provisions, constitute events of default.
Borrowings under the Secured Financing are secured by the Company's interest in
WirelessCo, RealtyCo and EquipmentCo and certain other personal and real
property (the "Shared Lien"). The Shared Lien equally and ratably secures the
Bank Facility and the Vendor Financing. The Secured Financing is jointly and
severally guaranteed by WirelessCo, RealtyCo and EquipmentCo and is non-recourse
to the Partners and the Parents.
In August 1996, Sprint Spectrum L.P. and FinCo issued $250 million aggregate
principal amount of the 11% Senior Notes and $500 million aggregate principal
amount at maturity of 12 1/2% Senior Discount Notes (together, the "Notes").
FinCo was formed solely to be a co-obligor of the Notes. FinCo has only nominal
assets and no operations or revenues, and Sprint Spectrum L.P. will be
responsible for payment of the Notes.
The Senior Discount Notes were issued at a discount to their aggregate principal
amount at maturity and generated proceeds of approximately $273 million. The
proceeds of approximately $509 million from the issuance of the Notes (net of
approximately $14 million of underwriting discounts, commissions, and offering
expenses) were used to fund capital expenditures, including the buildout of the
nationwide PCS network, to fund working capital requirements, to fund operating
losses and for other partnership purposes. Sprint purchased, and continues to
hold, approximately $183 million principal amount at maturity of the Senior
Discount Notes. The Notes contain certain restrictive covenants, including,
among other requirements limitations on additional indebtedness, limitations on
restricted payments, limitations on liens, and limitations on dividends and
other payment restrictions affecting restricted subsidiaries.
For the six months ended June 30, 1998, the Company used cash of approximately
$605.0 million in operating activities, which consisted of the operating loss of
$922.0 million less depreciation and amortization of $291.0 million and net
changes in working capital and other noncurrent liabilities of $26.2 million.
Cash used in investing activities totaled $539.9 million, consisting of capital
expenditures and microwave relocation costs. Cash provided by financing
activities totaled $1.2 billion, consisting of the proceeds from vendor
financing, the revolving credit agreement, and the change in construction
obligations.
In connection with the restructuring and recapitalization, Sprint and the Cable
Parents have agreed to loan up to $400 million, based on respective ownership
interests, to fund the capital requirements of Holdings and its affiliates,
including the Company, from the date of the signing of the PCS Restructuring
Agreement through the closing date. These loans may be repaid from the proceeds
of an anticipated initial public offering ("IPO") by Sprint, but only to the
extent the net proceeds of the IPO exceed $500 million. In the event the loans
remain outstanding after the IPO, the remaining balance will be converted into
10-year preferred stock convertible into PCS stock.
Subsequent to the restructuring, Sprint intends to borrow funds and then
allocate the borrowings to the PCS Group depending upon its capital structure
and funding needs. Sprint will lend to the PCS Group at rates of interest and
with terms consistent with which the PCS Group could raise funds on their own
without the support of Sprint.
<PAGE>
Seasonality
The wireless industry, including the Company, has experienced a trend of
generating a significantly higher number of subscriber additions and handset
sales in the fourth quarter of each year as compared to the other three fiscal
quarters. A number of factors contribute to the trend, including the increasing
use of retail distribution, which is dependent on the year-end holiday shopping
season, the timing of new product and service announcements and introductions,
competitive pricing pressures and aggressive marketing and sales promotions.
There can be no assurances that strong fourth quarter results for subscriber
additions and handset sales will continue for the wireless industry or the
Company. The Company's fourth quarter subscriber additions and handset sales
could be adversely impacted by a variety of reasons, including the Company's
inability to match or beat pricing plans offered by competitors, the failure to
adequately promote the Company's products, services and pricing plans or the
failure to have an adequate supply or selection of handsets. If fourth quarter
results of the Company fail to significantly improve upon subscriber additions
and handset sales from year's previous quarters, the Company's results for the
year could be materially adversely affected.
Results of Operations
For the Three and Six Months Ended June 30, 1998
Operating Revenues
Revenues and cost of revenues have increased for the second quarter and six
months ended June 30, 1998 compared to the same periods in 1997 due to increases
in the number of markets launched and in the number of subscribers. Revenues
include service and the sales of handsets and accessory equipment through
multiple distribution channels (including Sprint PCS retail stores,
telemarketing, and business channels) and to third party vendors. Cost of
revenues consists principally of handset and accessory costs, interconnection
costs and switch and cell site expenses, including site rental and utilities.
<PAGE>
Selling, General and Administrative Expenses
The Company's selling, general and administrative expenses for the second
quarter of 1998 were $223.0 million compared to $148.5 million for the second
quarter of 1997. For the six months ended June 30, 1998, selling, general and
administrative expenses increased to $447.6 million from $266.6 million. For the
six months ended June 30, 1998, selling expenses were $132.1 million, compared
to $43.3 million for the same period in 1997. For the second quarter of 1998,
selling expenses increased to $82.7 million from $30.2 million in the second
quarter of 1997. Such costs include participation with Sprint in an NFL
sponsorship, development and production expenses associated with advertisements
in various media (i.e., television, radio, print), the development of printed
brochures to promote the Company's products and services, and sales incentive
programs. The Company expects selling expenses will continue to increase as the
Company expands its sales and marketing activities.
General and administrative expenses for the second quarter increased $22.0
million over the same period in 1997. For the six months ended June 30, 1998,
general and administrative expenses were $315.5 million, compared to $223.3
million for the comparable period in 1997. These increases are due principally
to increases in salary and related benefits, computer equipment and related
expenses and professional and consulting fees. Salaries and benefits, computer
equipment and related expenses increased due to an increase in employee
headcount. These additional employees have been added over the last year to
support the continued growth of the Company. Professional and consulting fees
increased due to the use of consultants and other experts to assist with the
continuing development and enhancement of the Company's information systems,
continued rollout and tailoring of employee training, and various other
projects.
Depreciation and Amortization
Depreciation and amortization expense for the second quarter of 1998 was $149.9
million compared to $66.3 million for the same period in the prior year. For the
six months ended June 30, 1998, depreciation and amortization expense increased
$163.8 million over the same period in 1997 as network equipment in launched
markets has been placed in service and amortization of PCS licenses and
microwave relocation costs in those same markets commenced.
Other Income/Expense:
Interest Expense
Interest expense increased to $99.1 million for the three months ended June 30,
1998, versus $12.1 million for the same period in 1997. For the six months ended
June 30, 1998, interest expense was $177.3 million, compared to $12.2 million
for the same period in 1997. The balance of the Company's construction accounts
eligible for interest capitalization declined during the period as markets
launched commercial service and equipment was placed in service. Additionally,
interest expense continues to increase as borrowings increase.
Other Income
The Company participates in affiliation agreements with PhillieCo, APC and Cox
PCS. For the three and six months ended June 30, 1998, aggregate fees of $2.0
million and $3.9 million, respectively, earned under these agreements are shown
in other income.
<PAGE>
For the Three and Six Months Ended June 30, 1997
Operating Revenues
The Company commenced initial commercial operations for its PCS services in
certain MTAs late in the fourth quarter of 1996 and, as a result, had generated
minimal operating revenues. Cost of service consisted principally of switch and
cell site expenses, including site rental, utilities and access charges. Prior
to service launch, such costs were incurred during the network buildout and
testing phases. As markets launched, costs were incurred to provide service in
the related markets.
Selling Expenses
The Company's selling expenses for the second quarter of 1997 were $30.2 million
compared to $0.9 million for the second quarter of 1996. For the six months
ended June 30, 1997, selling expenses increased to $43.3 million from $0.9
million for the same six months of 1996. These increases were due to costs
incurred in preparation of and during the initial commercial service launch in
various markets. Such costs included participation with Sprint in an NFL
sponsorship, development and production expenses associated with advertisements
in various media (i.e., television, radio, print), and the development of
printed brochures to promote the Company's products and services.
General and Administrative
General and administrative expenses for the second quarter increased from $42.5
million in 1996 to $118.3 million in 1997. General and administrative expenses
for the six months ended June 30, 1996 and 1997 were $73.2 million and $223.3
million, respectively. Increases for both the three and six month periods were
due principally to increases in salary and related benefits, computer equipment
and related expenses and professional and consulting fees. Salaries and
benefits, computer equipment and related expenses increased due to an increase
in employee headcount. Professional and consulting fees increased due to the use
of consultants and other experts to assist with the continuing development and
enhancement of the Company's sophisticated information systems, continued
rollout and tailoring of training programs for the Company's sales force, and
various other projects.
Depreciation and Amortization
Depreciation and amortization expense for the second quarter of 1997 was $66.3
million compared to $0.4 million for the same period in the prior year.
Depreciation and amortization expense of $100.7 million for the six months ended
June 30, 1997, was an increase from $0.6 million for the same period in 1996 as
certain network equipment was placed in service and amortization of PCS licenses
and microwave relocation costs in the launched markets commenced.
Other Income/Expense
Interest Income/Expense
Interest income decreased from $1.0 million for the three months ended June 30,
1996 to $0.4 million for the three months ended June 30, 1997 as the average
daily invested cash balance decreased during the comparative periods due to the
receipt in the prior year of partner equity contributions in advance of capital
and operational requirements. Interest income increased from $0.9 million for
the six months ended June 30, 1996 to $1.3 million
<PAGE>
for the six months ended June 30, 1997 as the Company borrowed funds
during the first quarter of the current year in accordance with the terms of the
loan agreements resulting in excess cash balances.
Interest expense increased to $12.1 and $12.2 million for the three and six
months ended June 30, 1997, respectively, as the Company's construction
activities declined during the period as markets launched commercial service,
resulting in the capitalization of less than 100% of the interest expense
incurred during the period. Additionally, interest expense continues to increase
as borrowings increase.
Other Income
Equity in loss of unconsolidated partnership for the three and six months ended
June 30, 1996 represents the Company's share of the losses in APC before the
ownership interest was transferred to Holdings on August 31, 1996. The Company
retained the rights and obligations under the affiliation agreement with APC. In
addition, the Company participates in an affiliation agreement with Cox PCS.
Fees earned under these agreements of $1.8 million and $2.9 million for the
three and six months ended June 30, 1997, respectively, are shown in other
income.
<PAGE>
PART I.
Item 2b.
SPRINT SPECTRUM FINANCE CORPORATION
(A Wholly-Owned Subsidiary of Sprint Spectrum L.P.)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
Sprint Spectrum Finance Corporation ("FinCo"), a Delaware corporation, was
formed on May 21, 1996 and is a wholly-owned subsidiary of Sprint Spectrum L.P.
FinCo has nominal assets, does not conduct any operations and was formed to be a
co-obligor of the securities issued by the Company. Certain institutional
investors who might otherwise be limited in their ability to invest in
securities issued by partnerships by reasons of the legal investment laws in
their states of organization or their charter documents, may be able to invest
in the Company's securities because FinCo is a co-obligor. Accordingly, a
discussion of the results of operations, liquidity and capital resources of
FinCo are not presented.
<PAGE>
PART II.
Other Information
Item 1. Legal Proceedings
Sewell, et al. v. Sprint PCS Limited Partnership, a/k/a Sprint Spectrum
L.P., et al., Circuit Court in Baltimore City, Maryland (Civil Action No.
S-97-3044). In July 1997, a class action complaint was filed against Sprint
Spectrum L.P. and American PCS, L.P., asserting common law and statutory claims
of misrepresentation and breaches of contract and warranty. The plaintiffs claim
the defendants misled customers into buying Sprint SpectrumSM handsets and
services on the basis that they were compatible with or operable on the Sprint
PCSSM network, and failed to disclose that the technology behind the Sprint
SpectrumSM network was inferior to the technology behind the Sprint PCSSM
network. The plaintiffs are seeking compensatory and punitive damages, and
attorneys' fees. The plaintiffs' class was certified by the court on June 29,
1998.
Copacino, et al. v. Sprint Spectrum L.P., et al., United States
District Court for the District of Columbia, Case No. 98-1180. In July 1998, a
class action complaint was filed against Sprint Spectrum L.P. asserting common
law and statutory claims of misrepresentation and breaches of contract and
warranty. The responsive pleading by Sprint Spectrum L.P. is not yet due. The
plaintiffs claim the defendants misled customers into buying Sprint Spectrum SM
handsets and services on the basis that the Sprint SpectrumSM service would be
expanded to include national coverage or would be linked to the Sprint PCSSM
system. The plaintiffs are seeking injunctive relief, punitive damages, and
attorneys fees.
Andrew Blum, et al. vs. Sprint Spectrum L.P., United States District
Court for the Southern District of Florida (removed) Case No. 97-7157-CIV. Suit
was filed August 28, 1997 in Florida state court and was removed to federal
court. Plaintiff moved to certify the class on September 27, 1997. Following
limited discovery, Sprint Spectrum L.P. opposed the motion and plaintiffs moved
to withdraw their motion to certify the class on March 11, 1998. Plaintiff moved
to amend the complaint on May 8, 1998 (including withdrawal of the original
class representative and the substitution of additional representatives), which
motion was granted on June 15, 1998.
The suit alleges that Sprint Spectrum L.P. knew, or should have known,
at the time it promoted high-minute usage plans in July and August 1997, that
such promotions would generate usage demand that would exceed capacity of its
network, resulting in blocked or dropped calls. Plaintiff seeks to represent a
class of subscribers in four South Florida counties who subscribed to service
between July 1, 1997 to December 31, 1997. The suit seeks a refund of the
purchase price of telephone handsets and all amounts paid for service,
unspecified compensatory and punitive damages, attorneys' fees and other
unspecified relief.
Rick Cortez, et al. vs. Sprint Spectrum L.P. et al., United States
District Court for the Southern District of Texas, Case No. M-97-259 Suit was
filed in state court on September 24, 1997 and removed to federal court.
Plaintiff moved to remand and to amend the suit, which motions have been heard
and are under advisement.
The suit is against Sprint Spectrum L.P. and the salesperson who
allegedly sold plaintiff the telephone. Plaintiff alleges that Sprint Spectrum
L.P. began promoting its service through various advertisements, touting
clarity, fewer dropped calls and coverage in the Rio Grande
<PAGE>
Valley, which plaintiff alleges were false, complaining of excessive dropped and
blocked calls. Claims are based on common law fraud, negligent
misrepresentation, breach of warranty and breach of contract. Plaintiff seeks to
represent a nationwide class of subscribers. Suit seeks unspecified damages,
pre-judgment interest, punitive damages and attorneys' fees.
Camille U. and Joseph Chiarella v. Sprint Spectrum L.P., et al., Civil
District Court for the Parish of Orleans, No. 97-19338. Suit filed October 31,
1997. Exceptions to plaintiff's claims were filed and several were sustained.
Plaintiff filed an amended petition. Exceptions to the amended petition were
filed on July 10, 1998.
Plaintiff alleges that Sprint Spectrum L.P., its owners and
distributors began promoting its service through various advertisements and
direct solicitations, touting clarity, fewer dropped calls and coverage in the
New Orleans, which plaintiff alleges were false, complaining of excessive
dropped and blocked calls. Plaintiff seeks to represent a statewide class of
subscribers.
Sam Nacify v Sprint Spectrum L.P., United States District Court for the
Southern District of California at Los Angeles, Case No. 98-4093 CBM. Suit filed
in state court April 1, 1998 and removed to federal court. Plaintiffs moved to
remand, which motion is scheduled to be heard July 27, 1998.
The suit is brought by a Cox Communications PCS, L.P. customer alleging
that he was induced to buy a handset and sign up for service based on offers of
large numbers of included minutes for a low monthly recurring charge, that he
experienced numerous dropped calls and blocked calls and that coverage is not as
represented due to popularity of promotions, resulting in lack of capacity.
Claims made are for violation of the California Consumer Legal Remedies Act,
common law fraud and breach of contract. Plaintiff seeks to represent class of
customers in California. Suit seeks restitution, attorneys' fees, prejudgment
interest, injunctive relief and other unspecified relief.
Edward Ho, et al. v. Sprint Spectrum L.P., United States District
Court for the Southern District of California City of Los Angeles, Case No.
BC 192668. Suit was served June 22, 1998.
The class is alleged to be those who bought 1,000 minute plans and 500
minute plans in California in the fall of 1997. The suit claims that the system
did not work as represented (frequent dropped calls, non-functioning voice
mail). Breach of implied warranty, common law and the California Consumer Legal
Remedies Act fraud and negligent misrepresentation claims are made. Relief
sought is injunctive, unspecified compensatory and punitive damages and
attorneys' fees.
Item 2. Changes in Securities
There were no reportable events during the quarter ended June 30, 1998.
Item 3. Defaults On Senior Securities
There were no reportable events during the quarter ended June 30, 1998.
<PAGE>
Item 4. Submission of Matters to Votes of Security Holders
There were no reportable events during the quarter ended June 30, 1998.
Item 5. Other Information
There were no reportable events during the quarter ended June 30, 1998.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this report:
3.1 Certificate of Limited Partnership of Sprint Spectrum L.P.
(incorporated by reference to Form S-1 Registration Statement,
Registration No. 333-06609, filed on June 21, 1996).
3.2 Amended and Restated Agreement of Limited Partnership of MajorCo,
L.P. (renamed Sprint Spectrum Holding Company, L.P.) dated January
31, 1996, among Sprint Spectrum L.P. (renamed Sprint Enterprises,
L.P.), TCI Network Services, Comcast Telephony Services, and Cox
Telephony Partnership (incorporated by reference to Form S-1
Registration Statement, Registration No. 333-06609, filed on June
21, 1996).
3.3 Agreement of Limited Partnership of MajorCo Sub, L.P. (renamed
Sprint Spectrum L.P.), dated as of March 28, 1995, among MajorCo,
L.P. and MinorCo, L.P. (incorporated by reference to Form S-1
Registration Statement, Registration No. 333-06609, filed on June
21, 1996).
4.1 Senior Note Indenture, dated August 23, 1996, between Sprint
Spectrum L.P., Sprint Spectrum Finance Corporation, and The Bank of
New York, as Trustee (incorporated by reference to Form 10-Q, filed
on November 12, 1996).
4.2 Form of Senior Note (included in Exhibit 4.1).
4.3 Senior Discount Note Indenture, dated August 23, 1996, between
Sprint Spectrum L.P., Sprint Spectrum Finance Corporation, and The
Bank of New York, as Trustee (incorporated by reference to Form
10-Q, filed on November 12, 1996).
4.4 Form of Senior Discount Note (included in Exhibit 4.3).
10.1 Amendment No. 2 dated May 8, 1998 to Amended and Restated
Procurement and Services Contract dated October 9, 1996, between
Lucent Technologies Inc. and Sprint Spectrum Equipment Company,
L.P. as amended by Amendment No. 1 dated February 27, 1997. The
omitted portions indicated by brackets have been separately filed
with the Securities and Exchange Commission pursuant to a request
for confidential treatment under Rule 24b-2 of the Securities and
Exchange Act of 1934, as amended.
<PAGE>
10.2 Revised Amendment No. 1., dated June 22, 1998, to the Sprint
Spectrum L.P. 1997 Long-Term Incentive Compensation Plan.
27 Financial data schedule
(b) Reports on Form 8-K
A report on Form 8-K concerning the restructuring of the partnership
interests in Sprint Spectrum Holding Company, L.P. was filed on June 4,
1998
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPRINT SPECTRUM L.P.
(Registrant)
By /s/Robert M. Neumeister, Jr.
Robert M. Neumeister, Jr.
Chief Financial Officer
Dated: August 12, 1998
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPRINT SPECTRUM FINANCE CORPORATION
(Registrant)
By /s/Robert M. Neumeister, Jr.
Robert M. Neumeister, Jr.
Vice President and Treasurer
Dated: August 12, 1998
Brackets in this agreement and the attached schedules and exhibits indicate
information for which confidential treatment has been requested from the U.S.
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
AMENDMENT NO. 2
Amendment No. 2 dated as of May 8, 1998 (this "Amendment"), to
the Amended and Restated Procurement and Services Contract dated as of October
9, 1996, between Sprint Spectrum Equipment Company, L.P., a Delaware limited
(the "Owner") and Lucent Technologies Inc., a Delaware corporation (the
"Vendor", and together with the Owner, the "Parties).
RECITALS:
WHEREAS, the Parties are parties to a certain Amended and
Restated Procurement and Services Contract dated as of October 9, 1996, as
amended by Amendment No. 1 dated as of February 25, 1997 (as amended, the
"Contract"), wherein the Owner agreed to have the Vendor engineer and construct
PCS Systems and PCS Sub-Systems in the System Areas and the Vendor agreed to
provide Products and Services to the Owner in connection with the engineering
and construction of PCS Systems and PCS Sub-Systems in the System Areas pursuant
to and in accordance with the terms of the Contract; and
WHEREAS, the Parties desire to amend the Contract such that,
among other things, the Owner may purchase Products and Services on or after
January 1, 1998 and that the Vendor shall provide and shall be deemed to have
provided such Products and Services on and after January 1, 1998 on terms and
conditions regarding price, payment and warranties, among others, which may vary
(pursuant to the terms of this Amendment) from those terms and conditions
respecting Products and Services ordered by the Owner prior to January 1, 1998.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions set forth herein, the Owner and the Vendor hereby agree as follows:
1. Definitions.
Unless otherwise defined herein, all capitalized terms used in
this Amendment shall have the meaning set forth for such terms in the Contract.
2. Amendments to Section 1.
(a) Subsection 1.1 of the Contract is hereby amended by adding
the following definitions in the appropriate alphabetic order:
"Additional Products", "Additional Services" and "Additional
Products and Services" means those Products and/or Services,
respectively, which are ordered by the Owner on or after January 1,
1998 pursuant to a Purchase Order.
<PAGE>
"Additional Services Acceptance Certificates" means those
written certificates provided by the Owner to the Vendor evidencing the
Owner's acceptance pursuant to and in accordance with the Testing
Exhibits.
"Additional Services Acceptance Tests" means the collective
reference to the performance and reliability demonstrations and tests
specified in the Testing Exhibits.
"Additional Product Commitment" has the meaning ascribed
thereto in subsection 7.4.
"Approved CIQ" means a Customer Information Questionnaire for
ordered MSC(s), which such Customer Information Questionnaire has been
executed by Authorized Representatives of both Parties.
"Cluster" means at least five (5) System Element Facilities
(with installed System Elements) designated by the Owner within each
PCS System and/or PCS Sub-System, as the case may be, to be Cluster
Optimized by the Vendor.
"Cluster Optimization" means the Optimization to be performed
by the Vendor in each Cluster in accordance with the requirements of
Exhibit B5 and the terms of this Contract.
"Commissioning" means the Work to be performed by the Vendor
pursuant to a Purchase Order in accordance with the requirements of
Exhibit B4 and the terms of this Contract.
"Deliverable(s)" means any Item identified as to be delivered
by the Vendor to the Owner pursuant to the terms of this Contract or
otherwise identified in any Purchase Order made pursuant to the terms
of this Contract an shall at all times include, but not be limited to,
Equipment, Software and Services.
"Designated Switch Site" means with respect to each MSC, the
location designated by the Owner to the Vendor in the applicable
Purchase Order to which the Vendor is required to deliver, install and
Commission such MSC.
"FOB Point" means with respect to BTS and Growth Cabinet
Additional Products, the Vendor's staging or manufacturing facilities
in Columbus, Ohio, Omaha, Nebraska and, with respect to batteries only,
Dallas, Texas, or as otherwise mutually agreed between the Parties in
writing from time to time. With respect to MSC Additional Products (and
associated Equipment and Software), FOB Point means the Owner's
Designated Switch Sites.
"Forecast" has the meaning ascribed thereto in subsection 7.5.
<PAGE>
"Forecast Period" has the meaning ascribed thereto in
subsection 7.5.
"Growth Cabinet(s)" means any make, model or type of Base
Station growth cabinet set forth on Schedule 2A.
"Initial Products", "Initial Services" and "Initial Products
and Services" means the collective reference to, respectively, any
Products, Services, or Products and Services which are not,
respectively, Additional Products, Additional Services, or Additional
Products and Services.
"Integration" means the connection and/or hook-up of the BTS
Products to the MSC Products pursuant to and in accordance with the
requirements of Exhibit B4.
"IOS Milestone Dates" means the collective reference to the
dates specified for each IOS Milestone as set forth in Exhibit G1; each
an "IOS Milestone Date."
"IOS Milestones" means the collective reference to the
interoperability milestones designated as such in Exhibit G1; each an
"IOS Milestone."
"Late Amount" has the meaning ascribed thereto in subsection
6.3.1.
"List Price" whenever used with respect to the Vendor's
pricing means the Vendor's then current PCS Product price lists
published and/or made available by the Vendor to its Customers.
"Local Transportation" means the Vendor's transport of
Additional Products from the Owner's designated warehouses to the
Owner's designated System Element Facilities within fifty (50) air
miles of such warehouse(s) pursuant to the pricing terms and as a part
of Optional Additional Services under Schedule 2A and Schedule 3A. In
no event will Local Transportation include Extraordinary
Transportation.
"MFC Deliverable" means any of the Products or Services listed
on Schedules 2, 2A, 3 and 3A (including any Products and Services added
to any such Schedules in accordance with the terms of this Contract)
and with respect to the Optional Features Software Releases listed on
Schedule 2A, each such Optional Features Software Release will be
deemed a single MFC Deliverable; collectively, the "MFC Deliverables."
"Optimization" means the Work to be performed by the Vendor
pursuant to a Purchase Order in accordance with the requirements of
Exhibit B5 and the terms of this Contract.
"Optional Additional Services" means those Additional
Services with respect to the Local Transportation, Installation,
Integration, Commissioning and/or Optimization
<PAGE>
of Additional Products which may be purchased by the Owner
and, in such case, performed by the Vendor, for BTS and/or Growth
Cabinet Additional Products pursuant to Schedules 2A and 3A; each an
"Optional Additional Service." On Schedules 2A and 3A, the Optional
Additional Services for BTSs are sometimes referred to as "Services
Suite I" and the Optional Additional Services for Growth Cabinets are
sometimes referred to as "Services Suite II." To the extent the Owner
chooses to have the Vendor perform any or all of the Optional
Additional Services, any such Services will be performed by the Vendor
pursuant to and in accordance with the terms of Exhibits B4 and B5.
"Optional Features Software Releases" means the collective
reference to Vendor Software releases 7, 8 and 9, to be provided to the
Owner and installed within the Nationwide Network pursuant to and in
accordance with the terms of Exhibits C, C1 and J and the terms hereof,
each, an "Optional Features Software Release."
"Purchase Order(s)" means those written order(s) delivered by
the Owner to the Vendor pursuant to Section 7 hereof specifying the
type, quantity, delivery dates, prices and "ship to" locations of and
for the furnishing, Commissioning and/or Optimization of Additional
Products and Services on and within the System Element Locations as
specified in such written order(s).
"SprintCom" means SprintCom, Inc., a Kansas corporation.
"SprintCom MOU" means that certain Memorandum of Understanding
between SprintCom and the Vendor with respect to the Vendor's
achievement of IOS V.2 and "IOS V.3" (as such term is defined therein)
made and effective as of May 8, 1998, as the same may be amended,
supplemented or restated from time to time.
"System Optimization" means the Work to be performed by the
Vendor in each PCS System in accordance with the requirements of
Exhibit B5 and the terms of this Contract.
"System Optimization Certificate" means the System
Optimization Acceptance Certificate evidencing the Owner's acceptance
of System Optimization in each PCS System pursuant to and in accordance
with Exhibit B5. A form of System Optimization Certificate is attached
to Exhibit B5.
"System Support Services" means those services provided by the
Vendor pursuant to the terms of this Contract relating to PCS System
design, enhancement and optimization.
"Testing Exhibits" means with respect to Additional Products
and Services, the collective reference to Exhibits B4, B5, C, C1, G1
and G3."
"WIN Software Releases" means all of those Software releases
specified in Exhibits C and C1 with respect to any and all SCP/HLR
Software, SCP/OTAF Software,
<PAGE>
OAM&P and Actiview Software and/or any and all Software
releases or features relating to HLR, OTAF, Actiview, OAM&P, TIMS and
ADDS; each a "WIN Software Release."
(b) Subsection 1.1 is further amended by deleting the definitions
of "Acceptance Certificates," "Acceptance Tests," "Customer," "Force Majeure,"
"Installation," "Nationwide Network," "Net Price," "PCS Products," "Products,"
"Services," "Software," "System Areas", "System Support Services" and "United
States" as such definitions are set forth in the Contract and replacing them,
respectively, in their entirety with the following:
"Acceptance Certificates" means the collective reference to
the Factory Test Certificate, the Initial PCS System Certificate, the
Substantial Completion Certificate, the Final Acceptance Certificate
and with respect to Additional Services, the Additional Services
Acceptance Certificates.
"Acceptance Tests" means the collective reference to the
performance and reliability demonstrations and tests specified in
Exhibits B1, B2, B3, B4, B5, C, G1 and G3 to determine whether the
Products, the Services, any of the PCS Systems, PCS Sub-Systems and/or
the System meet the relevant Specifications and the terms and
conditions of this Contract, and with respect to the Additional
Services, the Additional Services Acceptance Tests.
"Customer" means any PCS customer of the Vendor doing business
in the United States or any PCS customer doing business in the United
States of any of the Vendor's affiliates or subsidiaries.
"Force Majeure" means the following:
(a) Acts of God, epidemic, earthquake, landslide, lightening,
fire, explosion, accident, tornado, drought, flood, hurricane, or
extraordinary weather conditions more severe than those normally and
typically experienced in the affected area constituted by each of the
specified System Areas in which the Vendor is seeking to claim Contract
suspension due to Force Majeure;
(b) Acts of a public enemy, war (declared or undeclared),
blockade, insurrection, riot or civil disturbance, sabotage,
quarantine, or any exercise of the police power by or on behalf of any
public entity;
(c) (i) The valid order, judgment or other act of any federal,
state or local court, administrative agency, Governmental Entity or
authority issued after the Effective Date; (ii) with respect to the
Vendor only, the suspension, termination, interruption, denial or
failure of or delay in renewal or issuance of any Applicable Permit
required by this Contract to be obtained by the Owner; (iii) with
respect to the Owner only, the suspension, termination, interruption,
denial or failure of or delay in renewal or issuance of any Applicable
Permit required by this Contract to be obtained by the Vendor; or (iv)
a change in Applicable Law (including the adoption of a new Applicable
Law); provided
<PAGE>
that no such order, judgment, act, event or change is the
result of the action or inaction of, or breach of this Contract by, the
Party relying thereon;
(d) Strikes, boycotts or lockouts involving the employees of
the Vendor;
(e) A partial or entire delay or failure of utilities; or
transportation embargoes; or
(f) The presence of (i) any Hazardous Waste on or at any
System Element Location which materially interferes with the Work to be
done thereon or otherwise materially endangers the safety of any
personnel at such location; (ii) any unknown historical or
archeological sites which are not shown or indicated in the survey of
any System Element Locations and of which the Vendor could not have
reasonably been expected to be aware; or (iii) any mining or water
recovery activities (other than such activities by the Vendor or its
Subcontractors) at or under any System Element Location after the
Effective Date.
Events of Force Majeure include the failure of a Subcontractor
to furnish labor, services, materials, or equipment in accordance with
its contractual obligations, only if such failure is itself due to an
event of Force Majeure. A Force Majeure does not include any delay in
performance to the extent due to the failure of the Vendor or any
Subcontractor to provide an adequate number of engineers or other
workmen or to manufacture or procure an adequate amount of Equipment,
Software and/or Services.
"Installation" means (i) with respect to Additional Products
that are not being purchased with the Optional Additional Services, the
Owner's activities with respect to the placement of the Additional
Products in and within the relevant System Element Facilities pursuant
to the criteria set forth in Exhibit B4 so that the Vendor may commence
Integration and/or Commissioning on such Products pursuant to and in
accordance with the requirements of Exhibit B4 and (ii) with respect to
Additional Products that are being purchased with such Optional
Additional Services and/or are being purchased as an Optional
Additional Service, the Vendor's activities with respect to the
placement of the Additional Products in and within the relevant System
Element Facilities pursuant to the criteria set forth in Exhibit B4 so
that Commissioning will be completed in accordance with Exhibit B4. The
Vendor sometimes refers to Installation as "Bolt-Down."
"Nationwide Network" means all of the PCS systems and PCS
sub-systems (including, but not limited to, all PCS Systems and/or PCS
Sub-Systems covered hereby) built or to be owned and/or operated by the
Owner or any of its Affiliates in the United States.
"Net Price" means the final price paid by any Person after all
discounts, reductions, rebates, volume discounts or adjustments of any
kind are applied, whether under the original contract of purchase, as
it may be amended, supplemented or otherwise modified from time to
time, or any supplemental separate, or complementary transaction.
<PAGE>
"PCS Products" means the Vendor's PCS Equipment and Software,
as offered from time to time in the Customer Price Guide; provided that
for the purposes of this Contract, PCS Products will always (subject to
subsection 10.1) include at least (i) the SCP/HLRs, (ii) the SCP/HLR
Products, (iii) the AM/HLR (to the extent not already a PCS Product),
(iv) SMS, (v) SCE, (vi) the AS Products, (vii) the OTAF Products,
(viii) the Actiview Products, (ix) the TCUs and/or the ECUs as the case
may be, (x) any and all other products set forth in Schedules 2, 2A, 3
and 3A, (xi) any and all Optional Features Software Releases and WIN
Software Releases and (xii) those other Items listed on the Vendor's
Customer Price Guide as of the Effective Date and as of January 1,
1998. As the context requires and notwithstanding the above, the term
PCS Products includes all Vendor manufactured Products provided to the
Owner in connection with its obligations pursuant to the terms of this
Contract, but excludes Items furnished solely as part of Facilities
Preparation Services not otherwise integral to the operation or
maintenance of the PCS Items set forth on the Customer Price Guide,
including Non-Essential Equipment.
"Products" means the collective reference to the PCS Products,
the Equipment and the Software provided by the Vendor or any
Subcontractor, including without limitation, Initial Products, PCS
Products and Additional Products, pursuant to and in accordance with
the terms of this Contract.
"Services" means the collective reference to all of the
services to be conducted by the Vendor as part of the Work, including
without limitation, Initial Services, Additional Services and the
Optional Additional Services, pursuant to the terms of the Contract
including but not limited to, Installation, Integration, Facilities
Preparation Services, RF Engineering, System Maintenance Support,
System Support Services, Commissioning and Optimization and other
services, performed in accordance with the terms of this Contract
including, but not limited to, the relevant Specifications. Services do
not include Site Acquisition, Network Interconnection or Microwave
Relocation and with respect to Additional Products only, unless
otherwise mutually agreed to by the Parties, Additional Services also
do not include any Installation, Integration, Commissioning, RF
Engineering, Optimization or Civil Work services to be performed by the
Owner with respect to Additional Products.
"Software" means (a) all computer software furnished hereunder
for use with any Equipment including, but not limited to, computer
programs contained on a magnetic or optical storage medium, in a
semiconductor device, or in another memory device or system memory
consisting of (i) hardwired logic instructions which manipulate data in
central processors, control input-output operations, and error
diagnostic and recovery routines, or (ii) instruction sequences in
machine-readable code furnished hereunder that control call processing,
peripheral equipment and administration and maintenance functions, (b)
any Software Enhancements, Software features, Software Upgrades,
<PAGE>
Optional Features Software Releases and WIN Software Releases
furnished by the Vendor to the Owner hereunder, and (c) any
Documentation furnished hereunder for use and maintenance of the
Software; provided that no Source Code versions of Software are
included in the term Software.
"System Areas" means those geographic areas in the United
States (including its possessions and territories) in which the Owner
and/or any of its Affiliates is operating, managing, constructing,
planning to operate, manage or construct or otherwise possessing rights
to operate, manage or construct a PCS system(s) or service(s)."
"System Support Services" means the Services described in
subsection 2.26.
"United States" means the fifty states of the United States of
America, the District of Columbia and each territory or possession of
the United States of America.
(c) Subsection 1.1 is further amended by deleting the following
definitions in their entirety:
"APC"
"Cable Microcell Integrator (CMI)"
"Headend Interface Converter (HIC)"
"Interoperability"
3. Amendments to Section 2.
(a) Subsection 2.1 is hereby amended by making it subsection
2.1(a) and adding the following subsections 2.1(b) and (c) immediately after
subsection 2.1(a):
"(b) Notwithstanding anything contained herein to the
contrary, the Vendor will provide all Additional Products and Services
to the Owner pursuant to Purchase Orders and in accordance with the
requirements of the relevant Specifications, including, but not limited
to, the Vendor's obligation to furnish, design, manufacture, Install,
Integrate, Commission, Optimize and test the Additional Products in and
within the PCS Systems and the PCS Sub-Systems in accordance with the
terms of the Contract and, in particular, the relevant Specifications
and in a manner that otherwise satisfies all conditions of the relevant
Specifications; provided that, respecting the Work to be performed
pursuant to Purchase Orders for Additional Products or Services, the
Vendor will generally (except to the extent otherwise specifically set
forth in this Contract or otherwise agreed to by the Parties) not be
responsible for Site Acquisition, Civil Work, RF Engineering, Microwave
Relocation or Network Interconnection, and further, the Vendor will not
be responsible for any Installation, Integration, Commissioning or
Optimization which upon the Owner's
<PAGE>
choice not to purchase Optional Additional Services from the
Vendor is being performed by the Owner.
(c) To the extent any action, inaction or obligation of the
Vendor pursuant to the terms of this Contract is a condition to or
requirement of the fulfillment achievement and/or performance of any
other action, inaction or obligation of the Vendor (including, but not
limited to, any IOS Milestone), the failure or inability of the Vendor
to achieve, fulfill or otherwise perform such prior action, inaction or
obligation will in no way, without the express prior written consent of
the Owner pursuant to the terms of this Contract, modify, waive, or in
any way limit the Vendor's obligation to continue to use its best
efforts to achieve, fulfill and/or perform such prior action, inaction
or obligation and continue to do all such other Work necessary to
achieve, fulfill and/or perform all such succeeding actions, in actions
and/or obligations."
(b) Subsection 2.2 is hereby amended by deleting subsection
2.2(a) in its entirety and renaming subsections 2.2(b) and 2.2(c), respectively,
as subsections 2.2(a) and 2.2(b).
(c) Subsection 2.6 is hereby amended by adding the following
subsections 2.6(e), (f), (g) and (h) immediately after subsection 2.6(d):
"(e) Notwithstanding anything contained herein to the
contrary, with respect to each System Element Location for which the
Owner has ordered Additional Products pursuant to the terms of this
Contract, the Vendor must complete Installation and/or Integration and
Commissioning (in each case, to the extent applicable) of such
Additional Products within the time frames set forth in Exhibits B4 and
B5 and pursuant to the requirements and criteria set forth in Exhibits
B4 and B5 and the relevant Specifications.
(f) The Vendor must complete Cluster Optimization (to the
extent applicable) for each designated Cluster within each PCS System
within the time frames set forth in Exhibit B5 and pursuant to the
requirements and criteria set forth in Exhibit B5. The Vendor must
complete System Optimization (to the extent applicable) for each PCS
System within the time frames set forth in Exhibit B5 and pursuant to
the requirements and criteria set forth in Exhibit B5 and the relevant
Specifications.
(g) Notwithstanding anything contained herein to the contrary,
the Vendor will engineer, furnish, Commission and Install, Integrate
and Optimize the MSC Additional Products forecasted and ordered by the
Owner at and in the Designated Switch Sites pursuant to and in
accordance with the terms of Exhibit B4 and the relevant
Specifications.
(h) The Vendor will engineer, furnish, Install, Integrate,
Commission and Optimize (in each case, to the extent applicable) the
Additional Products in each of the PCS Systems so as to cause no
unauthorized interference with or obstruction to lands and
thoroughfares or rights of way on or near which the Work may be
performed. The Vendor must use due care and exercise every reasonable
safeguard to avoid damage to
<PAGE>
existing facilities, and if repairs or new construction are
required in order to replace facilities damaged by the Vendor due to
its carelessness, negligence or willful misconduct, such repairs or new
construction will be at the Vendor's sole cost and expense."
(d) Subsection 2.9 is hereby amended by adding the following subsections
2.9(h) and (i) immediately after subsection 2.9(g):
"(h) The Vendor recognizes and agrees that the timely
achievement and commercial implementation within the Nationwide Network
of the IOS Milestones is extremely important to the Owner and
fundamental to the Owner's business objectives. To that end, the Vendor
will achieve each of the IOS Milestones on or before each of the IOS
Milestone Dates pursuant to and in accordance with the terms of
Exhibits G1, G2 and G3.
(i) The Vendor recognizes and agrees that the achievement and
commercial implementation within the Nationwide Network of an
inter-vendor packet based interoperability standard based on IS-634
Rev. A and any industry and/or Owner specific additions or
modifications thereto is extremely important to the Owner and
fundamental to the Owner's business objectives. To that end, the Owner
and the Vendor understand and agree that the Vendor is committed to
achieving "IOS V.3" (as such term is defined in the SprintCom MOU)
pursuant to Sections B.3 and B.4 of the SprintCom MOU."
(e) Section 2.15 is hereby amended by adding the following sentence at the
end of such subsection:
"Notwithstanding anything contained herein to the contrary,
with respect to BTS and Growth Cabinet Additional Products the Owner
will be responsible for all transportation costs associated with
transporting such BTS and Growth Cabinet Additional Products from the
applicable FOB Points to the appropriate System Element Facilities;
provided that the Vendor will be responsible for all transportation
costs associated with transporting the MSC Additional Products to the
appropriate Designated Switch Sites and all Local Transportation.
(f) Subsection 2.20 is hereby amended by deleting it in its
entirety and replacing it with the following subsection 2.20:
"2.20 Operating Manuals. The Vendor will provide the Owner one
(1) set of Operating Manuals with each Additional Product shipped to
the Owner. In addition, the Vendor will, at its sole cost and expense,
provide the Owner with six (6) sets of updated Operating Manuals by
July 1, 1998. The Operating Manuals will be prepared in accordance with
the relevant Specifications and in sufficient detail to accurately
represent the Products and all of their material components as
constructed and will recommend procedures for operation. Operating
Manuals with up to date drawings, specifications and design sheets will
be available for the Training as set forth in subsection 2.23. All
<PAGE>
Operating Manuals will be provided in CD-ROM format (other
than certain engineering drawings that are not practical to place on
CD-ROM format). The Owner has the right and license to print, copy and
distribute such materials as deemed necessary so long as any such
distribution complies with the restrictions set forth in subsection
27.19."
(g) Subsection 2.21 is hereby amended by deleting it in its
entirety and replacing it with the following subsection 2.21:
"2.21 Maintenance and Instruction Manuals. The Vendor, at its
sole cost and expense during the applicable Warranty Periods, will
provide the Owner (i) one (1) set of Maintenance and Instruction
Manuals with each MSC Additional Product shipped to the Owner and (ii)
one set of Maintenance and Instruction Manuals with every twenty-five
(25) BTS Additional Products in each PCS System or PCS Sub-System. In
addition, the Vendor, at its sole cost and expense, must provide the
Owner with six (6) sets of the updated Maintenance and Instruction
Manuals by July 1, 1998. The Maintenance and Instruction Manuals will
be prepared in accordance with the relevant Specifications and in
sufficient detail to accurately represent the Products and all of their
material components as constructed and will set forth procedures for
inspection and maintenance. Maintenance and Instruction Manuals with
up-to-date drawings, specifications and design sheets will be available
for the Training set forth in subsection 2.23. The Maintenance and
Instruction Manuals must include the volumes compiled by the Vendor
containing all as-built Subcontractor furnished product data. All
Maintenance and Instruction Manuals will be provided in CD-ROM format
(other than certain engineering drawings that are not practical to
place on CD-Rom format). The Owner has the right and license to print,
copy and distribute such materials as deemed necessary so long as any
such distribution complies with the restrictions set forth in
subsection 27.19."
(h) Subsection 2.40 is hereby amended by deleting it in its
entirety.
4. Amendments to Section 3.
(a) Subsection 3.2 is hereby amended by deleting it in its
entirety and replacing it with the following subsection 3.2:
"3.2 Purchase Orders from Initial Affiliates. During the Term
of this Contract, the Owner will have the right, but not the
obligation, to require the Vendor to fulfill (and the Vendor will so
fulfill) signed Purchase Orders for forecasted amounts (as set forth in
subsection 7.5) of Products and/or Services received from any Initial
Affiliate designated by the Owner pursuant to and in accordance with
all of the same prices and all of the same terms and conditions as set
forth in this Contract; provided that such Products and/or Services
(other than wireless/wireline MSCs and associated Equipment and
Software) will be solely for use within or related to the Nationwide
Network and/or any part thereof. Any Initial Affiliate(s) hereunder
will have the right, in lieu of ordering
<PAGE>
directly hereunder pursuant to the preceding sentence, to
enter into a separate contract with the Vendor pursuant to and in
accordance with clause (ii) of subsection 3.3 below."
(b) Subsection 3.3 is hereby amended by deleting it in its
entirety and replacing it with the following subsection 3.3:
"3.3 Agreements with Additional Affiliates. During the Term of
this Contract, the Owner will have the right, but not the obligation,
to require that the Vendor either: (i) fulfill (and the Vendor will so
fulfill) signed Purchase Orders for forecasted amounts of Products
and/or Services received from any Additional Affiliate designated by
the Owner for the supply of any Products and/or Services solely for use
within or related to the Nationwide Network and/or any part thereof
(except in the case of any Additional Affiliate wireless/wireline MSCs
and associated Equipment and Software which may be used outside of
and/or not in connection with the Nationwide Network) at the same price
and other terms and conditions of this Contract, provided that
Additional Affiliates will not be entitled to only the rights or
remedies under Section 15 of this Contract or the rights of this
Section 3, subsections 2.11.1, 11.6 and 11.7 of this Contract (it is
expressly understood by the Vendor that the list of exclusions in this
sub-clause (i) is an exclusive list of those rights and remedies under
this Contract that are not applicable to Additional Affiliates'
Purchase Orders and that all other terms and conditions of this
Contract shall apply to such Additional Affiliates' Purchase Orders);
or (ii) enter into separate agreements with any Additional Affiliate
designated by the Owner (an "Additional Affiliate Agreement") for the
supply of Products and/or Services as are then available to the Owner
pursuant to the terms of this Contract in which case the Vendor must
enter into good faith negotiations for the establishment of such
Additional Affiliate Agreements with any such Additional Affiliate
promptly upon the designation of such Additional Affiliate by the Owner
and upon notice to the Vendor that such Additional Affiliate desires to
enter into an Additional Affiliate Agreement. Any Additional Affiliate
that enters into an Additional Affiliate Agreement with the Vendor will
have the right to choose among the Products and Services offered to the
Owner under this Contract solely for use within the Nationwide
Network."
(c) Subsection 3.4 is hereby amended by deleting it in its
entirety and replacing it with the following subsection 3.4:
"3.4 Affiliate Rights and Obligations. Notwithstanding
anything contained herein to the contrary, Affiliates will not be
deemed third party beneficiaries to this Contract or otherwise have any
rights hereunder. Only the Owner may designate a Person as an Affiliate
in accordance with the terms of this Section 3 and (except with respect
to specific Affiliate Purchase Orders or Additional Affiliate Agreement
made or entered into by an Affiliate pursuant to and in accordance with
the terms of this Section 3) only the Owner has the right and/or the
ability to enforce any rights hereunder against the Vendor. All
Affiliate Purchase Orders shall be made and fulfilled pursuant to and
in accordance with the terms of this Contract. ONLY THE AFFILIATE OF
THE OWNER
<PAGE>
ISSUING A SPECIFIC PURCHASE ORDER OR ENTERING INTO A SEPARATE
CONTRACT FOR THE SUPPLY OF PRODUCTS AND SERVICES UNDER THIS CONTRACT
WILL INCUR ANY OBLIGATION OR LIABILITY TO THE VENDOR FOR ANY CLAIM
WHICH MAY ARISE FROM OR RELATE TO THAT PURCHASE ORDER OR CONTRACT, AS
THE CASE MAY BE."
5. Amendments to Section 6.
(a) Subsection 6.1 is hereby amended by deleting it in its
entirety (other than the one time credit provisions set forth in the second and
third sentences of such subsection) and replacing it with the following
subsection 6.1:
"6.1 Prices. The prices for the Initial Products and Services
to be provided pursuant to this Contract are as set forth on Schedule 2
and Schedule 3, subject to the price variation provisions contained on
Schedule 2. The prices for the Additional Products and Services to be
provided pursuant to this Contract are as set forth on Schedule 2A and
Schedule 3A, subject to the price variation provisions contained
therein. Unless otherwise expressly agreed by the Parties in writing,
in no event will the Vendor invoice the Owner nor will the Owner (or
its Affiliates) be required to pay any price for any Product or Service
which is higher than the price or prices for such Products and Services
as set forth in Schedules 2, 2A, 3 or 3A, as the case may be. Prices
for the Work not set forth therein, if not otherwise set forth in this
Contract, will be no greater than the Vendor's best List Prices then in
effect and/or offered to any other Customer at the time of ordering by
the Owner and at discounts otherwise provided to the Owner pursuant to
the terms of this Contract. Prices for all Products set forth on
Schedule 2A include the delivery by the Vendor to the FOB Point(s)
and/or the Designated Switch Sites, as the case may be."
(b) Subsection 6.3 is hereby amended by deleting subsection 6.3.1
in its entirety and replacing it with the following subsection 6.3.1, and
further amended by deleting subsections 6.3.2, 6.3.3, 6.3.4 and 6.3.5 in their
entirety (provided that for SCP/HLR Products, AS Products, OTAF Products and
Actiview Products that otherwise constitute Initial Products, the payment terms
with respect to such Products as set forth in such subsections 6.3.2, 6.3.3,
6.3.4 and 6.3.5, respectively, shall remain in full force and effect):
"6.3.1 Additional Products and Services. (a) Notwithstanding
anything contained in this subsection 6.3 to the contrary, invoices for
Additional Products and Services may be submitted to the Owner only
after shipment of an Additional Product or upon completion of a
performance of an Additional Service. With respect to Additional
Products and Services only, the Owner agrees to pay to the Vendor a
late charge for undisputed amounts actually due and not paid when due
in accordance with the terms of this Contract (a "Late Amount") equal
to the lesser of one percent (1%) per month, pro rata, of the Late
Amount, or the maximum amount permitted by Applicable Law; provided
that any such late payment penalties will not accrue until amounts owed
by the
<PAGE>
Owner to the Vendor are actually late and outstanding and will
stop accruing immediately upon the Owner's payment of such Late Amount.
(b) Notwithstanding anything contained in subsection 6.3 to
the contrary, invoices for Additional Products ordered by the Owner
pursuant to the terms of this Contract are payable in full within
thirty (30) days after the later of delivery of such Additional
Products to the appropriate FOB Point or Designated Switch Site, as the
case may be (pursuant to the terms of the applicable Purchase Order)
and receipt of the applicable invoice by the Owner; provided that with
respect to Optional Features Software Releases and WIN Software
Releases, invoices for any such releases are payable within thirty (30)
days after Owner acceptance of any such releases pursuant to subsection
12.3.1. Notwithstanding anything contained herein to the contrary,
payment for Optional Features Software Release 7 will not be due and
payable until the later of thirty (30) days after Owner acceptance
pursuant to subsection 12.3.1 and January 15, 1999.
(c) Notwithstanding anything contained in this subsection 6.3
to the contrary, the Owner will only be obligated to make payments for
Additional Service(s) rendered by the Vendor pursuant to the terms of
this Contract within thirty (30) days of completion of any such
Additional Service(s) pursuant to and in accordance with the terms of
this Contract."
6. Amendments to Section 7.
Section 7 is hereby amended by adding the following subsections
7.4, 7.5, 7.6, 7.7, 7.8 and 7.9 immediately after subsection 7.3:
"7.4 Additional Products and Services Commitment. Subject to and
conditioned upon the delivery by the Vendor of Additional Products in
accordance with the relevant Specifications, the Owner, together with
any of its Affiliates, will order from and after January 1, 1998 in
aggregate at least [ ] Additional Products (consisting of any mix of
any models of any BTSs and/or any models of any Growth Cabinets, as
the Owner (or any such Affiliate, as the case may be) shall, in its
sole and absolute discretion, see fit) (the "Additional Product
Commitment") by a date no later than January 1, 2001; provided that
the Owner, together with any of its Affiliates, will order from and
after January 1, 1998 a minimum of [ ]as part of its fulfillment of
the total Additional Product Commitment. With respect to Additional
Products ordered by the Owner and/or any of its Affiliates as part of
the Additional Product Commitment, the Owner, together with any of its
Affiliates, will order the packaged BTS Optional Additional Services
for at least [ ] BTS Additional Products as part of the Additional
Product Commitment. Any and all Additional Products and Services
ordered on or after January 1, 1998 by the Owner and/or any Affiliate
shall be aggregated for the purposes of determining what portion of
the Additional Product Commitment has been fulfilled pursuant to the
terms of this subsection 7.4.
<PAGE>
7.5 Forecasts of Additional Products and Services. On May 1,
1998 and on the first of each month thereafter throughout the Term, the
Owner will deliver to the Vendor written forecasts (a "Forecast")
specifying its best estimate of the quantity of each type of Additional
Products and Services that the Owner and its Affiliates expects to
purchase on a month to month basis during the twelve (12) months
following the date of such Forecast (a "Forecast Period"). The
Forecasts will be in a format mutually acceptable to the Parties;
provided that the form of the first Forecast as set forth in Schedule
10 will at all times be deemed a form acceptable to both Parties.
7.6 Purchase Orders. (a) In order to be effective, all orders
by the Owner for Additional Products and Services will be made by the
Owner via Purchase Orders pursuant to the process described in Exhibit
K, which such Exhibit K may be amended from time to time by the mutual
agreement of the Parties (provided that fully executed Change Orders
approved by the Owner prior to May 8, 1998 will remain valid); provided
that with respect to BTS(s), Growth Cabinets and all associated
Equipment and Software the Vendor's delivery to the FOB Point will be
no more than seventy five (75) days after the date of receipt of such
Purchase Order, unless the Purchase Order as submitted by the Owner
specifies a longer period. Purchase Orders for MSC(s) will specify the
type and quantity of MSC(s) to be delivered by the Vendor to the
Designated Switch Site(s) and will be accompanied by an Approved
CIQ(s); provided that, notwithstanding the Vendor's failure to accept,
approve or return the applicable CIQ, the Vendor's delivery to such
Designated Switch Sites will be no more than one hundred five (105)
days from the date of receipt of the applicable Purchase Order for such
MSC(s). Each Purchase Order will be submitted to the Vendor at Lucent
Technologies Inc., Attention: David Widergren, 22 Tech Parkway, Suite
200, Norcross, Georgia 30092; Telephone: (770) 613-8060; Telecopy:
(770) 613-8068, or any other designated location of the Vendor in the
continental United States designated to the Owner in writing by the
Vendor from time to time, and will be subject to the acknowledgement by
the Vendor in writing to the designated authorized representative of
the Owner within five (5) Business Days of receipt of Purchase Orders.
Failure of the Vendor to acknowledge to the Owner in writing receipt of
any Purchase Order shall be deemed to render any such Purchase Order
acknowledged. To the extent that the Vendor is actually aware that any
Purchase Order in any way contradicts or is not otherwise in
conformance with the terms of this Contract, the Vendor agrees to
promptly notify the Owner of any such contradiction or non-conformance
as soon as possible upon becoming actually aware of such contradiction
or non-conformance so that the Owner will have a reasonable opportunity
to correct any such contradiction or non-conformance and, furthermore,
to the extent reasonable under the circumstances the Vendor will
endeavor to fulfill any such non-conforming Purchase Order ignoring any
such non-conformity unless the Owner, after notification from the
Vendor, will have expressly refused to accept the fulfillment of such
Purchase Order with any such correcting modification.
(b) Except with respect to the first Forecast (and the next
succeeding Forecast immediately following the first Forecast), in no
event will the Vendor be required to
<PAGE>
accept an amount in any given month of a Forecast which is
greater than one hundred -fifty percent (150%) of the average amount
forecasted by the Owner for the three months immediately preceding the
subject month.
(c) The Vendor will reasonably cooperate with the Owner,
and/or any Person designated by the Owner for such purpose, (i) to
utilize UPC stock control numbering and other bar-coding requirements
relating to inventory processes and systems, and (ii) to develop
processes and systems that will maximize delivery logistics. Metric
targets will be defined by the mutual good faith agreement of the
Parties for acceptable stock out percentages, delivery times and total
logistics costs.
(d) Unless the Parties otherwise expressly agree in writing,
each Purchase Order will be deemed to incorporate by reference all of
the terms and conditions of this Contract. Should the terms of any
Purchase Order conflict with the terms of this Contract, the terms of
this Contract will govern unless the Parties expressly agree in writing
(signed by a duly authorized representative of both Parties) to the
contrary. This Contract will continue to apply to a Purchase Order
pursuant to the terms of this Contract until all obligations herein and
thereunder are performed.
7.7 Cancellation of Additional Products and Services. During
the Term, the Owner will have the right, but not the obligation, at any
time to cancel, in whole or in part, any Purchase Order respecting
Additional Products and Services made pursuant to the terms of this
Contract upon advance written notice to the Vendor. In the event of a
cancellation permitted hereunder, the Owner will pay to the Vendor
order cancellation charges in accordance with, and pursuant to, the
terms of Schedule 11A.
7.8 Delivery of Additional Products. All deliveries of
Additional Products will be made to the FOB Point and/or the Designated
Switch Site, as the case may be, at the Vendor's sole cost and expense.
The Owner may request that the Vendor provide more extensive logistical
and distribution capabilities to the Owner, which capabilities the
Vendor will use its best commercial efforts to provide. If the Vendor
agrees to provide such services, there may be, depending on the level
and scope of such services, additional charges to the Owner on a per
Additional Product basis. Any such charges will be mutually agreed upon
by the Parties during negotiations between the Parties on the provision
of any such additional logistical and distribution services beyond
those outlined in this subsection.
7.9 Purchase Order Deferral. The Owner may defer (without
payment or penalty of any kind whatsoever) upon written notice provided
to the Vendor at least thirty (30) days prior to the actual shipment
therefor, all of or any portion of any then outstanding Purchase Order
(on a one time basis only with respect to each Purchase Order) for a
period not less than thirty (30) days and not in excess of sixty (60)
days beyond the date originally scheduled for the delivery thereof by
the Vendor; provided that in no event will
<PAGE>
the Owner be entitled hereunder to defer shipment of more than
fifty (50) BTSs and/or Growth Cabinets, as the case may be, at any one
time.
7. Amendments to Section 8.
Subsection 8.1 is hereby amended by making it 8.1(a) and by
adding the following as 8.1(b) immediately thereafter:
"(b) The Vendor will Install and Integrate those BTS and
Growth Cabinet Additional Products for which Optional Additional
Services are ordered by the Owner, pursuant to the requirements of
Exhibit B4. The Owner will be responsible for the Installation and
Integration of all other BTS and Growth Cabinet Additional Products for
which such Optional Additional Services are not ordered by the Owner.
The Vendor will be responsible for and will perform the full
Installation and Integration of MSC Additional Products in accordance
with Exhibit B4."
8. Amendments to Section 9.
(a) Subsection 9.1 is hereby amended by making it subsection
9.1(a) and adding the following subsection 9.1(b) immediately thereafter:
"(b) Notwithstanding anything contained in subsection 9.1(a)
above to the contrary, the Vendor must carry out the Additional
Services Acceptance Tests on Additional Products and Services as
specified in the Testing Exhibits."
(b) Subsection 9.2 is hereby amended by deleting it in its
entirety and replacing it with the following subsection 9.2:
"9.2 Costs and Expenses. The costs and expenses of Acceptance
Tests will be borne by the Vendor, and the Owner will not be charged or
invoiced for such costs and expenses. If the Acceptance Tests performed
by the Vendor on each Product and Service are not satisfied in
accordance with the relevant requirements of Exhibit B3, Exhibit F
and/or the Testing Exhibits, as the case may be, or are otherwise
inconclusive in the reasonable judgment of the Owner, the Owner will
have the right to order further Acceptance Tests at the sole cost and
expense of the Vendor."
9. Amendments to Section 12.
(a) Subsection 12.1 is hereby amended by making it subsection
12.1(a) and adding the following subsection 12.1(b) immediately after subsection
12.1(a):
"(b) Notwithstanding anything contained in subsection 12.1(a) to
the contrary, the Vendor understands and agrees that the Software
release management requirements set forth in Exhibit J are
material to the operation of the System and to the Owner's
business. The Vendor will provide all Software Upgrades, Software
Enhancements and
<PAGE>
Software Combined Releases pursuant to and in accordance with
the requirements set forth in Exhibits C, C1 and J. Without in any way
limiting the foregoing, Software Upgrades must be provided to the Owner
by the Vendor at no charge (other than the Owner's payment of the
Annual Release Maintenance Fees pursuant to subsection 12.1(a)) to the
Owner for the entire Term of this Contract. In the event the Vendor at
any time issues a Software Combined Release to such Software, the
Software Combined Release will be provided at the prices for Software
features set forth on Schedule 2A. The Vendor will at all times take
all reasonable measures to ensure that the Products and Services will
not introduce or release any virus or other software contaminant into
any part of the Nationwide Network."
(b) Subsection 12.3 is hereby amended by deleting it in its
entirety and replacing it with the following subsections 12.3(a) and (b):
"12.3 Software Installation, Testing and Maintenance. (a) The
installation and testing of the Software associated with Initial
Products by the Vendor and the acceptance thereof by the Owner
will be performed in accordance with the criteria set forth in
Exhibit B3.
(b) Subject to clause (c) below and subsection 12.3.1, the
installation and testing of the Software associated with Additional
Products by the Vendor and the acceptance thereof by the Owner will be
performed in accordance with the criteria of the relevant
Specifications including, but not limited to, the requirements set
forth in Exhibits B3, B4, C, C1 and J.
(c) Notwithstanding anything contained herein to the contrary,
the Optional Features Software Releases and the WIN Software Releases
will, to the extent applicable, conform to the requirements set forth
in Exhibits C and C1. The installation and testing of the Optional
Features Software Releases and the WIN Software Releases will be
performed by the Vendor in accordance with the requirements set forth
in Exhibits C, C1 and J. Acceptance of each Optional Features Software
Release and each WIN Software Release by the Owner will be subject to
the terms of subsection 12.3.1."
(c) Section 12 is hereby further amended by adding the following
subsection 12.3.1 immediately after subsection 12.3:
"12.3.1 Optional Features Software Releases and WIN Software
Releases Acceptance. (a) The Owner and the Vendor agree that acceptance
testing for each Optional Features Software Release and/or WIN Software
Release, as the case may be, will commence no later than ten (10)
Business Days after the Vendor's delivery of such Optional Features
Software Release or WIN Software Release, as the case may be, to the
Owner's Test-bed Laboratory in accordance with Exhibit C and/or C1. The
Vendor will install all such Optional Features Releases and WIN
Software Releases into the Owner's Test-Bed Laboratory on the dates set
forth in Exhibit C and/or C1 for each such Optional
<PAGE>
Features Software Release and WIN Software Release, as
applicable. The period for acceptance testing pursuant to this
subsection 12.3.1 will run for no longer than the thirty (30) day
period after commencement of acceptance testing. The Owner will accept
or reject each such Optional Features Software Release or WIN Software
Release, as the case may be, within such thirty (30) day period unless
the Parties mutually agree that the Optional Features Software Release
or WIN Software Release, as the case may be, has met the acceptance
tests prior thereto. If the Owner does not provide a notice of
rejection, then the Optional Features Software Release or the WIN
Software Release, as the case may be, will be deemed to have been
accepted at the end of the thirty (30) day acceptance period; provided
that any such acceptance will in no way limit the Vendor's warranty or
any other obligations under the Contract. If prior to Owner acceptance,
the Owner notifies the Vendor of a Defect or Deficiency in the Optional
Features Software Release or the WIN Software Release, as the case may
be, then the thirty (30) day acceptance period will be extended
day-for-day until the Vendor has corrected such Defect or Deficiency.
(b) Minor defects and deficiencies not affecting the
operational use of any part of such Optional Features Software Release
or WIN Software Release, as the case may be, shall not give rise to
withholding acceptance, provided that the Vendor undertakes to remedy
such defects and shortcomings as soon as reasonably possible."
(d) Subsection 12.4 is hereby amended by deleting it in its
entirety and replacing it with the following subsection 12.4:
"12.4 Software Fixes. In the event that any Software Upgrade,
Software Enhancement or Software Combined Release supplied by the
Vendor during the Term of this Contract has the effect of preventing
the System and/or any PCS System and/or any PCS Sub-System, as the case
may be, or any part thereof from satisfying, or performing in
accordance with the Specifications, the System Standards and/or Exhibit
F or otherwise adversely affects the functionality or features of the
System, any PCS System, any PCS Sub-System or any part thereof, then
the Vendor will promptly retrofit or take such other corrective action
(including the Installation of any additional Equipment, at the
Vendor's sole cost and expense) as may be necessary to assure that the
System, any such PCS System, any such PCS Sub-System or any such
affected part thereof, as modified to include each such Software
Upgrade, Software Enhancement or Software Combined Release, will
satisfy, and perform in accordance with, the Specifications, the System
Standards and/or Exhibit F and restore all pre-existing functionality
and features, in each case without any cost or expense to the Owner
(other than payment of the applicable Annual Release Maintenance Fees
pursuant to the terms of this Contract). Notwithstanding anything
contained in this subsection 12.4 to the contrary, the Owner will be
responsible for the cost of any additional Equipment required to
accommodate additional capacity, memory or processing requirements
necessitated by any new Software feature contained in any such Software
Enhancement or Software Combined Release."
<PAGE>
10. Amendments to Section 13.
Subsection 13.3 is hereby amended by making it subsection 13.3(a)
and adding the following subsection 13.3(b) thereafter:
"(b) Notwithstanding anything contained in subsection 13.3(a)
above, the testing of the Equipment associated with the Additional
Products by the Vendor and the acceptance thereof by the Owner must be
performed in accordance with Exhibit B4, Exhibit D and the relevant
Specifications."
11. Amendments to Section 15.
Section 15 is hereby amended by adding the following subsection 15.11
immediately after subsection 15.10:
"15.11 Additional Products and Services Delay. (a) Failure of the
Vendor to deliver the Additional Products subject to a Purchase Order
on or before the date scheduled therefor pursuant to the terms of this
Contract and/or the relevant Purchase Order will result in the Vendor
owing the Owner an amount in purchase credits equal to [ ] of the
value of the delayed portion of any such Purchase Order divided by
thirty (30) days per day commencing on the date originally scheduled
for such delivery and continuing for a period of thirty (30) days for
a maximum amount of [ ] of the value of such late Purchase Order.
Notwithstanding anything herein to the contrary, on the thirtieth day
after the original date scheduled for the delivery of any such late
portion of any such Purchase Order, the Owner will be entitled, in its
sole and absolute discretion, to cancel any such late portion of any
Purchase Order without payment or penalty of any kind. If the Owner
chooses not to so cancel such late portion of such Purchase Order, the
Vendor will, at its sole cost and expense, ship the affected
Additional Products to the Owner's designated location by same day or
overnight shipping or by any other expedited means reasonably
acceptable to the Owner.
(b) Failure of the Vendor to properly and timely Commission
the Additional Products subject to a Purchase Order pursuant to the
requirements of Exhibit B4 will result in the Vendor being obligated
to pay in purchase credits to the Owner an amount equal to [ ] of the
value of the late Commissioning divided by thirty (30) days per day
for a period not in excess of thirty (30) days for failure of the
Vendor to complete such Commissioning on the date originally scheduled
therefor. Notwithstanding the above, in no event will the Vendor be
obligated to incur late fees under this subsection 15.11(b)) for late
Commissioning with respect to Purchase Orders that have been deferred
by the Owner pursuant to the terms of subsection 7.9.
(c) Failure of the Vendor to properly and timely Optimize the
Additional Products subject to a Purchase Order pursuant to the
requirements of Exhibit B5 will result in the Vendor being obligated
to pay in purchase credits to the Owner an amount equal to [ ] of the
value of the late Optimization divided by thirty (30)
<PAGE>
days per day for a period not in excess of thirty (30) days
for failure of the Vendor to complete such Optimization on the date
originally scheduled therefor. Notwithstanding the above, in no event
will the Vendor be obligated to pay late fees under this subsection
15.11(c) with respect to Purchase Orders that have been deferred by the
Owner pursuant to the terms of subsection 7.9.
(d) Except as otherwise provided in this subsection 15.11,
late fees payable under or pursuant to subsection 15.11 will be accrued
during the applicable cure periods, if any, and offset against payments
otherwise due to the Vendor. The Vendor will not be liable for any late
fees pursuant to this Section 15 for a Vendor delay caused directly and
solely by (i) a Force Majeure event pursuant to Section 16 or (ii) the
direct and explicit act or omission of the Owner, its agents,
subcontractors or any other vendor."
12. Amendments to Section 17.
(a) Subsections 17.1(a) and (b) are hereby amended by deleting
them in their entirety and replacing them with the following subsection 17.1:
"17.1 Product Warranty. The Vendor warrants that, for a period
which is the greater of (i) two (2) years from and after September 1,
1998 and (ii) two (2) years from and after the date of delivery of such
Products to the applicable FOB Point or the Designated Switch Site, as
the case may be (the "Product Warranty Period"), all Products and the
Installation and Integration thereof within such PCS System or PCS
Sub-System, as the case may be, will materially conform with and
perform the functions set forth in the relevant Specifications and the
relevant performance criteria set forth in Exhibits C, C1 and D, to the
extent applicable, and will be free from Defects and Deficiencies in
material or workmanship which impair service to subscribers, system
performance, billing, administration and/or maintenance. In the case of
Software, the Product Warranty Period applicable to any such Software
will be automatically extended for an additional one (1) year upon, and
simultaneous with, any Software Upgrade pursuant to the terms of
Section 12. The Vendor will assign to the Owner all outstanding
Subcontractor warranties attributable to Non-Essential Equipment at
such time that the Vendor's warranty on such Non-Essential Equipment
pursuant to this subsection 17.1 expires pursuant to and in accordance
with the Product Warranty Period applicable to such Item of
Non-Essential Equipment. The Warranty Period for a PCS Product or part
thereof repaired or provided as a replacement under this Product
warranty is six (6) months or the unexpired term of the new Product
Warranty Period applicable to the repaired or replaced PCS Product or
part, whichever is longer."
(b) Subsection 17.2 is hereby amended by deleting it in its
entirety and replacing it with the following subsection 17.2:
"17.2 Services Warranty (a) The Vendor warrants that, for a
period of two (2) years commencing on the date of the Final Acceptance
of the applicable PCS System or
<PAGE>
PCS Sub-System, as the case may be (the "RF Services Warranty
Period"), the Final Site Count within and the Final RF Design
applicable to such PCS System or PCS Sub-System, as the case may be,
will be accurate based upon the environmental circumstances in such PCS
System or PCS Sub-System, as the case may be, as they existed at the
time of the Final Acceptance of such PCS System or PCS Sub-System, as
the case may be, provided that the projections of subscriber growth,
traffic and other predictive data, including all applicable standards
as identified in Exhibits B1, D and H, upon which the Final Site Count
and Final RF Design have been determined, have not been materially
exceeded or the applicable and relevant industry standards have not
materially changed; and provided further that in no event will the RF
Engineering warranty pursuant to this subsection 17.2(a) cover or
warrant items or performance otherwise covered or warranted pursuant to
subsection 17.3 below.
(b) The Vendor warrants that, for a period which is the
greater of (i) two (2) years from and after September 1, 1998 and (ii)
two (2) years from and after the Specification compliant completion of
any such Facilities Preparation Services (the "Facilities Preparation
Services Warranty Period" and collectively with the RF Services
Warranty Period and all other Service warranty periods, the "Services
Warranty Periods"), such Facilities Preparation Services will be (A)
operational in accordance with the relevant Specifications, (B) in
compliance with all material Applicable Laws and material Applicable
Permits in effect at the time of the completion of such Facilities
Preparation Services in such PCS System or PCS Sub-System, as the case
may be, and (C) free from Defects or Deficiencies.
(c) Notwithstanding anything contained herein to the contrary,
the Vendor warrants that, for a period which is the greater of (i) two
(2) years from and after September 1, 1998 and (ii) two (2) years from
and after the completion of each other Service provided by the Vendor
hereunder, such Service will be (A) operational in accordance with the
relevant Specifications, (B) in compliance with all material Applicable
Laws and material Applicable Permits in effect at the time of the
completion of such Additional Service in such PCS System or PCS
Sub-System, as the case may be, and (C) free from Defects or
Deficiencies."
(c) Subsection 17.3 is hereby amended by deleting it in its
entirety and replacing it with the following subsection 17.3:
"17.3 System Warranty. The Vendor warrants that, for a period
ending three (3) years from the Final Acceptance of the last PCS System
within the Initial System (the "System Warranty Period"), the ongoing
performance of each PCS System and PCS Sub-System together with all
other PCS Systems and PCS Sub-Systems within the System will conform
with and perform to the performance criteria set forth in Exhibit F as
of the date of the Final Acceptance of such PCS System based on the
circumstances within such PCS System on such date; provided, however,
that any apparent breach of the Vendor's obligations under this
subsection 17.3 which the Vendor demonstrates conclusively is due
<PAGE>
to the Installation, Integration, Commissioning and/or
Optimization of Additional Products by someone other than the Vendor or
any Subcontractors shall be deemed not to be a breach of the Vendor's
obligations hereunder. The System warranty pursuant to this subsection
17.3 will be limited to the extent that the projections of subscriber
growth, traffic and other predictive data, including all applicable
standards as identified in Exhibits B1, D and H, upon which the Final
Site Count and Final RF Design have been determined, have not been
materially exceeded or the applicable and relevant industry standards
have not materially changed."
(d) Subsection 17.5 is hereby amended by changing subsection
17.5(c) to subsection 17.5(c)(i) and adding the following subsection
17.5(c)(ii):
"(ii) In the event of a breach of the warranties in Section 17
respecting Additional, Products which will be cured with the
installation of other or further Additional Products, the Vendor will
provide such Additional Products, together with related transportation,
Installation, Integration, Commissioning and Optimization Services, as
are reasonably required to remedy the shortfall, at no cost or expense
to the Owner."
(e) Subsection 17.7.4 is amended by deleting the word
"Interoperability" in the third line of such subsection and replacing it with
the word "interoperability."
(f) Section 17 is hereby amended by adding the following
subsection 17.11 immediately after the current subsection 17.12, re-numbering
the existing subsection 17.11 as subsection "17.12":
"17.11 Year 2000 Compliance Warranty. (a) Until the later of
December 31, 2002 or three (3) years after the delivery of any
applicable Product, the Vendor represents and warrants that any
Products delivered by the Vendor to the Owner under this Contract are
designed to be used prior to, during, and after the calendar year 2000
A.D., and that such Products will operate during each such time period
without any material performance affecting error relating to date data
and date-dependent data, specifically including any material
performance affecting error relating to, or the product of, date data
which represents or references different centuries or more than one
century. Notwithstanding anything contained herein to the contrary, the
extension of the applicable Software warranties pursuant to the terms
of subsection 17.1 will also extend the term of the Vendor's
obligations under this subsection 17.11 with respect to any such
Software, as to which any such subsection 17.1 Software warranty is so
extended.
(b) Without limiting the generality of the foregoing the
Vendor further represents and warrants:
(i) That each Product will not abnormally end or provide
invalid or incorrect results which have a material performance-affecting
impact as a result of date data,specifically including date data which
<PAGE>
represents or references different centuries or more than one century;
(ii) That each Product has been designed to ensure date
data century recognition, calculations which accommodate same century
and multi-century formulas and date values, and date data interface
values that reflect the century; and
(iii) That each Product includes "Year 2000
Capabilities." For the purposes of this Contract, "Year 2000
Capabilities" means each Product manages and manipulates data involving
dates, including single century formulas and multi-century formulas,
and will not cause an abnormally ending scenario within the application
or generate material performance-affecting incorrect values or invalid
results involving such dates.
(c) At the Owner's request and upon reasonable notice, the
Vendor will provide written evidence reasonably sufficient to
demonstrate adequate testing and conversion of each Product to meet the
foregoing requirements."
13. Amendments to Section 22.
(a) Subsection 22.1 is hereby amended by deleting it in its
entirety and replacing it with the following subsection 22.1:
"22.1 Title. Free and clear title to each Product (other than
licensed Software hereunder, which will be deemed licensed pursuant to
the terms of this Contract upon delivery) will pass to the Owner upon
delivery thereof by the Vendor to the System Element Location to which
each such Item belongs or, with respect to Additional Products, to the
designated FOB Point to which the delivery of each such Item has been
designated, as the case may be; provided that with respect to MSCs and
associated Equipment and Software free and clear title to each such MSC
and Item of associated Equipment and Software will only pass from the
Vendor to the Owner upon delivery to the applicable Designated Switch
Site. Prior to acquiring title to the Products, the Owner will not
cause or permit any such Products to be sold, leased or subjected to a
lien or other encumbrance."
(b) Subsection 22.2 is hereby amended by deleting it in its
entirety and replacing it with the following subsection 22.2:
"22.2 Risk of Loss. Risk of loss of any Initial Products
furnished to the Owner in connection with this Contract will pass from
the Vendor to the Owner upon the completion of the installation by the
Vendor of any PCS Product or at the completion of installation of any
other Product each at the appropriate System Element Location within
the given PCS System and/or PCS Sub-System; provided, however, that the
Owner will assume the risk of loss prior to such installation by the
Vendor for any such Initial Products damaged due to the gross
negligence or willful misconduct of the Owner. Risk of loss of any
Additional Products furnished to the Owner in connection with this
<PAGE>
Contract will pass from the Vendor to the Owner upon the
delivery to the designated FOB Point or Designated Switch Site, as the
case may be. Until such time as risk passes to the Owner, the Vendor
will, at its sole cost and expense, remedy, repair and replace all
physical damage, loss or injury to such property."
14. Amendments to Section 26.
Subsection 26.1 is hereby amended by deleting it in its entirety
and replacing it with the following subsection 26.1 (provided that with respect
to any MFC Certificates provided or to be provided to the Owner on or before the
effective date of this Amendment, any such MFC Certificates and the Vendor's
obligations in respect thereof will be governed by the terms of such subsection
26.1 as they existed immediately prior to the effective date of this Amendment):
"26.1 Most Favored Customer. (a) The Owner will be deemed one
of the Vendor's most important and favored Customers and will always
receive priority in terms of availability and quantity of MFC
Deliverables no less favorable than any other Customer of the Vendor
and in any event always in accordance with the terms of this Contract.
Subject to subsections 26(b) and (c) below, the Vendor guarantees that
at any time during the Term, the Owner will receive Net Prices (as
determined pursuant to Schedules 2, 2A, 3 and 3A and taking into
account any price incentives, discounts and any purchase credits over
the Term of the Contract) for MFC Deliverables that are equal to or
better than those charged to any other of the Vendor's Customers (other
than Affiliates) for the use of same or similar deliverables within the
United States who are involved in transactions and/or arrangements of
similar or lesser volumes (for the purposes hereof, the Owner's volume
will always be deemed to be at least the level of the Initial
Commitment plus the Additional Product Commitment hereunder and any
more PCS Products, Services and/or Engineering ordered at such time
during the Term of this Contract). Equipment Enhancements must be
provided to the Owner by the Vendor, if requested by the Owner, and the
Owner is obligated to make payment therefor in an amount that is no
higher than that payable by any Customer other than the Owner, which
amount of payment will be adjusted as set forth in subsections 7.2, 8.4
and this Section 26.1.
(b) The Vendor will not be deemed to be in violation of this
Section 26 in the event that the Vendor grants a price concession to
any Customer for a specific MFC Deliverable specifically in connection
with the resolution of a specific contractual dispute or threatened or
actual litigation with such Customer which results in a Net Price for
that MFC Deliverable lower than the Net Price provided to the Owner.
The Vendor will also not be deemed to be in violation of this Section
26 in connection with (i) Vendor sales of MFC Deliverables to a United
States government entity purchasing MFC Deliverables for government
use, (ii) Vendor sales of used and/or refurbished MFC Deliverables, or
(iii) Vendor sales of MFC Deliverables that are subject to a notice of
discontinued availability, provided that the Owner has been given
written notice and the opportunity to
<PAGE>
purchase a reasonable allocation of such discontinued MFC
Deliverables at a Net Price less than or equal to such Customer's Net
Price for such MFC Deliverables.
(c) For the purposes of determining the Vendor's prices for
MSC(s) sold to Customer(s) the pricing of BTSs and/or Growth Cabinets,
if any, sold to such Customer(s) under the same contract with such
MSC(s) may be referenced in determining the actual pricing of such
MSC(s). The following example shall instruct the application of the
immediately preceding sentence: If the Vendor is selling BTSs to the
Owner at $100 per BTS and MSCs at $450 per MSC and the Vendor proceeds
to sell to a Customer 5 BTSs at $150 per BTS and 1 MSC at $300, then in
determining whether the Vendor has violated the terms of subsection
26.1(a), the $50 per BTS charged to the Customer in excess of the price
charged to the Owner may be added to the price to the Customer of the
MSC (i.e., $300 plus (5 x $50) = $550). In such case the price deemed
to have been actually paid by the Customer under this example is $100
in excess of the Owner's MSC price and, therefore, not in violation of
the terms of subsection 26.1(a).
With respect to BTS and Growth Cabinets sold under the same
contract to any other Customer, the Vendor, in connection with
determining its compliance with subsection 26.1(a), may reference the
pricing of Growth Cabinets with respect to BTSs and BTSs with respect
to Growth Cabinets whenever the pricing of one such Product is used by
the Vendor to subsidize and/or reduce the pricing of the other such
Product. The following example shall instruct the application of the
immediately preceding sentence: If the Vendor is selling BTSs to the
Owner at $100 per BTS and Growth Cabinets at $50 per Growth Cabinet and
the Vendor proceeds to sell to a Customer 10 BTSs at $75 per BTS and 5
Growth Cabinets at $100 per Growth Cabinet, then, in determining
whether the Vendor has violated the terms of subsection 26.1(a), the
$50 per Growth Cabinet charged to the Customer in excess of the price
charged to the Owner may be added to the price to the Customer of the
BTSs (i.e., ($75 x 10) plus ($100 x 5) = $1,250). In such case, the
price deemed to have been actually paid by the Customer under this
example is equal to the Owner's BTS and Growth Cabinet combined pricing
for the same quantity of BTSs and Growth Cabinets and, therefore, not
in violation of the terms of subsection 26.1(a).
With respect to BTSs and Optional Additional Services (or
services similar thereto) sold under the same contract to any other
Customer, the Vendor, in connection with determining its compliance
with subsection 26.1(a), may reference the pricing of such services
with respect to BTSs whenever the pricing of any such services is used
by the Vendor to subsidize and/or reduce the pricing of such BTSs. The
following example shall instruct the application of the immediately
preceding sentence: If the Vendor is selling BTSs to the Owner at $100
per BTS and Optional Additional Services for such BTSs at $10 for such
similar services (on a per BTS basis) and the Vendor proceeds to sell
to a Customer 10 BTSs at $90 per BTS and services for such BTSs at $20
per each such BTS, then, in determining whether the Vendor has violated
the terms of subsection 26.1(a), the $10 per BTS services charged to
the Customer in excess of the price charged
<PAGE>
to the Owner may be added to the price to the Customer of the
BTSs (i.e., ($90 x 10) plus ($20 x 10) = $1,100). In such case, the
price deemed to have been actually paid by the Customer under this
example is equal to the Owner's BTS and Optional Additional Services
combined pricing for the same amount of BTSs and services and,
therefore, not in violation of the terms of subsection 26.1(a).
In determining whether the Vendor is in compliance with the
terms of this Section 26 in connection with the sale of MFC
Deliverables to Customers which have granted the Vendor firm
contractual commitments as to the then present and future exclusive
purchase and use of the Vendor's PCS CDMA products in all of such
Customer's PCS markets, the Vendor will be entitled for the purposes
hereof to deem the Net Prices charged to such Customer to be up to 10%
higher than the Net Prices actually charged to such Customer.
(d) In the event that a Net Price charged to any other of the
Vendor's Customers for any MFC Deliverable(s) is lower than the Net
Price previously charged to the Owner for such MFC Deliverable(s), the
Owner is entitled to receive the benefit of such lower Net Price with
respect to any MFC Deliverable(s) invoiced to but not yet paid for by
the Owner from and after the time such lower Net Price was first
provided to such other Customer. In addition, such lower Net Price
shall be applied to all subsequent purchases of such MFC Deliverable(s)
by the Owner during the remainder of the Term (subject to future
reductions pursuant to this Section 26).
(e) All invoices for MFC Deliverable(s) to which a lower Net
Price is applied pursuant to this Section 26 will be reissued by the
Vendor within thirty (30) days after notification is sent to the Owner.
The reissued invoice must indicate the difference between the Net Price
originally invoiced to the Owner and the reduced Net Price, together
with all applicable sales or other tax reductions attributable to the
price reduction. The reduction in Net Price made in accordance with
this Section 26 shall be reflected on all future invoices issued by the
Vendor to the Owner (subject to future reductions pursuant to this
Section 26). If the Owner has paid invoice(s) that would otherwise be
required to be reissued hereunder, then at the Owner's option, the
Vendor will credit the Owner's account with the Vendor, or make a
payment to the Owner, in either case in an amount equal to the
aggregate amount of the difference between the Net Price paid by the
Owner for each affected MFC Deliverable and the reduced Net Price paid
or charged to such other Customer for each such MFC Deliverable.
(f) On an annual basis throughout the Term of this Contract
commencing on January 1, 1998 the Vendor will be required to audit its
offering of all MFC Deliverables provided to the then-existing ten (10)
largest of its Customers (other than Affiliates and based on volume
purchased or to be purchased) in the preceding calendar year and
deliver to the Owner a certification (the "MFC Certificate") signed by
an authorized officer or the Vendor certifying that this Section 26 has
been adhered to and identifying what, if any, Net Price(s) charged to
the Owner have been or should be decreased as a result of
<PAGE>
compliance with this Section 26. The MFC Certificate will be
provided to the Owner within sixty (60) days after the close of each
calendar year. If after discussion with the Vendor concerning the
accuracy of the MFC Certificate the Owner reasonably believes that such
MFC Certificate may in fact not be accurate, the Owner shall be
entitled to have the Vendor's compliance with this Section 26 verified
by an Independent Auditor chosen by the Owner. The costs of any such
Independent Auditor will be borne by the Party whose position, upon
final determination pursuant to the terms of this subsection 26.1(f),
is not supported by such Independent Auditor. The Independent Auditor
will be required to complete its report pursuant to the terms hereof
within sixty (60) days from the date of notice from the Owner to the
Independent Auditor. The Owner understands and agrees that the
Independent Auditor will, at the Vendor's request, be subject to
reasonable confidentiality restrictions with respect to the Vendor's
product and service pricing information and will only have access to
such Vendor product and service pricing information as is reasonably
necessary for the Independent Auditor to make a determination of the
Vendor's compliance or non-compliance under this Section 26. Any
information received by the Independent Auditor during any such audit
will only be shared with the Owner to the extent reasonably necessary
to verify or document the Independent Auditor's conclusions pursuant to
any such audit. Any findings of any such Independent Auditor will be
subject to the arbitration and litigation provisions of subsection 23.2
without first being subject to the prior management dispute resolution
provisions of subsection 23.1. The Parties agree that the findings of
any such Independent Auditor will be admissible as evidence in any such
arbitration and/or litigation."
15. Amendments to Schedules.
(a) The Contract is hereby amended by adding the attached
Schedule 2A after Schedule 2.
(b) The Contract is hereby amended by adding the attached
Schedule 3A after Schedule 3.
(c) The Contract is hereby amended by deleting the existing
Schedule 10 in its entirety and replacing it with the attached Schedule 10.
(d) The Contract is hereby amended by adding the attached
Schedule 11A after Schedule 11 and incorporating such Schedule 11A with and into
Schedule 11 and further making it a part thereof.
(e) The Contract is hereby amended by deleting the existing
Schedules 12A and 12B in their entirety and replacing them with the attached
Schedules 12A, 12B, 12C and 12D, all of which collectively may be referred to as
Schedule 12.
(f) The Contract is hereby amended by deleting the existing
Schedule 13 in its entirety and replacing it with the attached Schedule 13.
<PAGE>
16. Amendments to Exhibits.
(a) The Contract is hereby amended by adding the attached Exhibit
B4 and Exhibit B5 after Exhibit B3.
(b) The Contract is hereby amended by adding the attached Exhibit
C1 after Exhibit C and incorporating such Exhibit C1 with and into Exhibit C and
further making it a part thereof.
(c) The Contract is hereby amended by deleting the existing
Exhibit D in its entirety and replacing it with the attached Exhibit D.
(d) The Contract is hereby amended by deleting the existing
Exhibit G in its entirety and replacing it with the attached Exhibits G1, G2 and
G3.
(e) The Contract is hereby amended by adding the attached Exhibit
J after Exhibit I.
(f) The Contract is hereby amended by adding the attached Exhibit
K after Exhibit J.
17. Amendments to Appendices.
(a) The Contract is hereby amended by adding the attached
Appendix B1 after Appendix B.
(b) The Contract is hereby amended by deleting the existing
Appendices F, I, O and T. All references to the pricing of any Products
previously listed in Appendix F, I, O or T will be contained exclusively on
Schedule 2A or Schedule 3A, as the case may be.
(c) The Contract is hereby amended by adding the attached
Appendix L1 after Appendix L.
18. Cross References.
All references in the Contract to Section and subsection numbers
will, to the extent necessary, be deemed amended accordingly to reflect the
changes made by this Amendment.
19. OTHER AMENDMENTS.
EXCEPT AS EXPRESSLY AMENDED, MODIFIED AND SUPPLEMENTED HEREBY,
THE PROVISIONS OF THE CONTRACT ARE AND WILL REMAIN IN FULL FORCE AND EFFECT AND
NOTHING IN THIS AMENDMENT WILL BE CONSTRUED AS A WAIVER OF ANY OF THE RIGHTS OR
OBLIGATIONS OF THE PARTIES UNDER THE CONTRACT.
<PAGE>
20. GOVERNING LAW.
THIS AMENDMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARDS TO THE LAWS AND PRINCIPLES
THEREOF WHICH WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
21. Descriptive Headings.
Descriptive headings are for convenience only and will not
control or affect the meaning or construction of any provisions of this
Amendment.
22. Counterparts.
This Amendment may be executed by one or more of the Parties to
the Contract on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
* * * * *
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be
signed by their duly authorized representatives on the date first above written.
SPRINT SPECTRUM EQUIPMENT COMPANY, L.P., as the Owner
By:/s/ Keith D. Paglusch
Name: Keith D. Paglusch
Title: Senior Vice President, Technical Services &
Network Operations
LUCENT TECHNOLOGIES INC.,
as the Vendor
By: /s/William K. Nelson
Name: William K. Nelson
Title: Sprint PCS - Vice President
<PAGE>
SCHEDULE 2A
PRODUCT PRICES
Prices for Additional Products and Services throughout the Term will in no event
be higher than the prices set forth herein and or on Schedule 3A, as applicable.
The Vendor will provide to the Owner a $[ ]credit which can be used to
purchase the Vendor's CDMA BTSs, MSCs or Services associated with CDMA BTSs or
MSCs at any time during the Term of the Contract.
1) Base Station Model
Discounted
1.a. Base 3 Sector Model - High Power Price
Includes:
3 Sector Primary Cabinet - 16W $[
3 - ECUs $
Initial Operating Software $
Total Discounted Price $
less discount $
Net Base Model Price $ ]
- Components added to this base model will be priced according to
the "Unit Price After All Discounts" column in Section 2 of this
Schedule 2A.
1.b Additional Recommended Hardware & Power Quantity Price
3 Sector - Full Duplexer Option -
ordered with Primary Cabinet. 1 $[
CSU (Channel Service Unit) 1 $
CRTU (CDMA Radio Test Unit) 1 $
Compact - Cable Cover Assembly 1 $
Low Gain GPS Antenna & Hardware Kit 1 $
Indoor/Outdoor Mounting Hardware Kits
(One per cabinet) 2 $
Outdoor Weatherproof Kit 1 $
Antenna Jumper Cables 6 $
66EC - Outdoor Primary Power Cabinet
(with 8 batteries) 1 $
-
Total Additional Hardware $ ]
1.c Additional Services**
Services Suite I (See Schedule 3A for individual component pricing.)
Includes Bolt-down, Commissioning, Integration,
and Local Transportation of primary and power cabinets 1 $[
Total of BTS Model with Recommended Hardware, Power and Services $ ]
** Optimization Pricing not included (refer to Schedule 3A)
<PAGE>
1.d Base 2 Sector Model - High Power
Discounted
Price
2 Sector Primary Cabinet - 16W $[
2 - ECUs $
Initial Operating Software $
Total Discounted Price $
less discount $
Net Base Model Price $ ]
- Components added to this base model will be priced
according to the "Unit Price After All Discounts"
column in Section 2 of this schedule 2A.
1.e. Base OMNI Model - High Power (Not Upgradable to Multi Sector)
Discounted
Price
OMNI Primary Cabinet - 16W $[
Initial Operating Software $
Total Discounted Price $
less discount $
Net Base Model Price $ ]
- Components added to this base model will be priced according to
the "Unit Price After All Discounts" column in Section 2 of this schedule 2A.
Discounted
1.f. Base CATV Model - 3 Sector Simplex - A Band Price
3 Sector Primary Cabinet $[
3 - ECUs $
Initial Operating Software $
less discount $
Net Base Model Price $ ]
- Components added to this base model will be priced according to
the "Unit Price After All Discounts" in Section 2 of this schedule 2A.
- CATV Minicells must be forecasted 6 months in advance of an
order being placed after July 1998.
- CATV Minicells are only available for A band markets.
- The price and delivery interval for CATV minicells for B band
markets will be quoted as needed.
<PAGE>
Unit Price
After All
Discounts
3 Sector Primary - Outdoor 8W $[
3 Sector - Full Duplexer Option -
ordered with Primary Cabinet. $
2 Sector Primary 8W $
2 Sector - Full Duplexer Option -
ordered w/ Primary Cab. $
OMNI Primary - 8W $
OMNI - Full Duplexer Option -
Ordered w/ primary OMNI $ ]
Growth Cabinets used on all System Element Facilities ordered
prior to January 1, 1998. (Refer to Schedule 13 for a
listing of these System Element Facilities)
3 Sector - 2nd or 3rd Carrier Growth Cabinet - 16W $[
6 Sector CATV Growth Cabinet (A Band Only) $
2 Sector - 2nd or 3rd Carrier Growth Cabinet - 8W $
2 Sector - 2nd or 3rd Carrier Growth Cabinet - 16W $ ]
Growth Cabinets used on all System Element Facilities ordered
on or after January 1, 1998. (Sites not listed on Schedule
13.)
3 Sector - 2nd or 3rd Carrier Growth Cabinet - 8W $[
3 Sector - 2nd or 3rd Carrier Growth Cabinet - 16W $
6 Sector CATV Growth Cabinet (A Band Only) $
2 Sector - 2nd or 3rd Carrier Growth Cabinet - 8W $
2 Sector - 2nd or 3rd Carrier Growth Cabinet - 16W $ ]
Simplex Filter (Price / sector when ordered with 3rd carrier
growth cabinet. $ Also required on 2nd Carrier growth
cabinet where primary is not full duplex.
3-Duplexer Filter Upgrade Kit $[
6-Duplexer Filter Upgrade Kit $
ECU (Expanded Channel Unit) $
CSU (Channel Service Unit) $
CRTU (CDMA Radio Test Unit) $
IOS (Initial Operating System)
Software Fee $
High Power CTU Option - 3 Sector (16W) $
High Power CTU Option - 2 Sector (16W) $
High Power CTU Option - OMNI (16W) $
High Power CTU Upgrade Kit -
3 Sector (8W to 16W) $
High Power CTU Upgrade Kit -
2 Sector (8W to 16W) $
High Power CTU Upgrade Kit -
OMNI (8W to 16W) $ ]
All additional BTS components will be discounted forty percent
(40%) off of the Vendor's then current List Price.
Installation Hardware
Compact - Cable Cover Assembly $[
Low Gain GPS Antenna & Hardware Kit $
Indoor/Outdoor Anchoring Kit
(price per cabinet) $
Outdoor Weatherproof Kit $
Antenna Jumper Cable (6ft.) $ ]
<PAGE>
3) Power Equipment
Discounted
Outdoor Power Equipment Price
3.a. 66EC - Outdoor Primary Power Cabinet (one shelf, $[
6.8 hr. backup)Equipped for 2KW or (4) rectifiers
and 8 batteries (not included in cabinet price) in a
conditioned compartment for 6.8 hours holdover
NOTE: For the Vendor Primary BTS Cabinet.
- Four (4) Rectifiers (MPWR-RECT)
- Eight (8) Batteries (MPWR-BATTIR125)
TOTAL PRICE ]
3.b. 60EC - Enhanced Cooled Battery Backup Cabinet
Includes cabinet, cabinet interconnection hardware, $[
fusing, alarms, battery cabling, battery busbars, and
heater pads. (price does not include batteries)
3.c. 66RPEC - Outdoor Primary Power Cabinet (Motorola BTS Sites)
(One shelf, 2.9 hr. backup) wired for (8) batteries,
(price does not incl. Batteries) LVD, rectifier shelf
and rectifier to charge batteries. Enhanced cooling
- Eight (8) Batteries
TOTAL PRICE $ ]
3.d. Second Carrier Power Upgrade (8W) - For 60C & 66EC $[
- Additional Rectifier Shelf (MPWR-SHLFAD)
- Power Upgrade for Growth Cabinet
- Two (2) Rectifiers (MPWR-RECT)
TOTAL PRICE $ ]
Indoor Power Equipment
3.e. Indoor Primary Power Cabinet Equipped for 2KW, or $[
(4) rectifiers, and (4) Batteries in one rack with
(6) 30 amp breakers.
3.f. Indoor Primary Power Cabinet Equipped for 4KW, or
(7) rectifiers, and (4) Batteries in one rack with
(6) 30 amp breakers.
3.g. Indoor Primary Power Cabinet Equipped for 6KW, or
(10) rectifiers, and (4) Batteries in one rack with
(6) 70 amp breakers.
3.h. Indoor Primary Power Cabinet Equipped for 8KW, or
(13) rectifiers, and (4) Batteries in one rack with
(10) 30 amp breakers.
Other Power Equipment
3.i. Spare +24 volt plug-in rectifier (ZS2M/MN-RECT)
3.j. MPWR-BATTIR125 Battery to be used at Vendor Sites
One +12 volt battery with intercell connectors
3.l. Replacement Battery String (Comcode 407155399) Containing
(4) 12 volt 2IR125 Batteries Does not include
transportation, shipped 4 per pallet. ]
4) Power Pricing Notes
4.a. 66RPEC will be shipped from Omaha, NE. Batteries for the 66 RPEC will
be shipped from Dallas, TX
5) Future Power Products for Base Stations
5.a. Future power products manufactured by Vendor for Vendor's Base
Stations will be discounted [ ]off of the Vendor's then current List Price,
except batteries
5.b. Future power products not manufactured by the Vendor, including
batteries, for Vendor's Base Stations will be discounted [ ] off Vendor's
then current List Price .
6) MSC Complex Power
6.a. Power products manufactured by Vendor for the Vendor's MSC complex
will be discounted a minimum of [ ] off the then current List Price, except
batteries.
6.b. Power products supplied by Vendor but manufactured by third parties,
including batteries, for the Vendor's MSC complex will be discounted a
minimum of [ ] off the then current List Price.
7) Annual Software Release Maintenance Fees
7.a. Annual Fees
Base Station Release Maintenance Fees $[ ](per Base Station)
5ESS Wireless Switch Release
Maintenance Fees $[ ] (per 5ESS Switch)
Access Manager Maintenance Fees $[ ] (per Access Mgr.)
7.b. The annual fees include all new Software Upgrades, Enhancements and
Combined Releases including, but not limited to, the following;
- MSC infrastructure improvements including system performance and
operation.
- Compatibility of existing features with the new release.
- Addition of base features.
- Platform for Optional Software Features.
- MSC support for BTS software releases.
- 24 hour and 7 day Technical Support.
7.c. Owner (and its Affiliates, as the case may be) who have paid the per
MSC Annual Release Maintenance Fee in full will be eligible to receive all
MSC Software Upgrades, Enhancements, and Combined Releases which will be
packaged on an ECP, DCS, 5ESS-2000 Switch DCS, OMP, or AutoPace basis.
7.d. Payment of this fee includes all the Office Data Assembly and all the
translation work required.
7.e. Annual Release Maintenance Fees will be invoiced in advance on January
1, 1998, and in advance annually thereafter for all equipment delivered
prior to January 1st of each succeeding year.
8) Optional Features Software
8.a. All Vendor CDMA Optional Features made available in Vendor's CDMA
Releases 7.0, 8.0 and 9.0 will be licensed to the Owner and the Owner's
Affiliates, within the United States at the following prices:
Sprint PCS &
Affiliates (Other than Sprint Com
CDMA Release Sprint Com) Price Price
------------ ----------------- -----
7.0 $[ $[
8.0 $ $
9.0 $ ] $ ]
8.b. CDMA releases 1 through 6 will be licensed to the Owner and the
Owner's Affiliates throughout the Nationwide Network, in the United States at no
additional charge.
8.c. This License does not include features provided on only the following
peripheral platforms and applications; HLR, Actiview, TIMS, WIN, SCE, SCN,
SCP, SMC.
8.d. Base Station Optional Features on non-Vendor Base Stations will be
discounted [ ] off the Vendor's then current List Price.
8.e. Upon delivery of each CDMA release to the Owner's Test-bed Laboratory,
Vendor will invoice 100% of the price of the release, with payment thereof
subject to subsection 12.3.1 and in any event payment for CDMA 7.0 will be
deferred until January 15, 1999.
9) MSC 5ESS Switch
9.a. Administrative Module and Initial Communications Module
Price
Equipment $[
Software $
Total $ ]
9.b. Communications Module Price
First Capacity growth Module $[
All Additional growth Modules $ ] (per module)
9.c. Wireless Switch Modules Models
Packet Total
Erlangs Pipes T1.5s Price
5E11 Models
Model A 95 120 60 $[
Model B 210 90 60 $
Model C 330 60 60 $
Model D 450 30 60 $
5E12 Models:
Model E 280 270 120 $
Model F 400 210 120 $
Model G 510 150 120 $
Model H 630 90 120 $
Model J * 300 360 120 $
Model K * 620 300 120 $
Model L * 940 240 120 $
Model M * 1250 180 120 $
Model N * 770 0 0 $
Model P * 2200 0 0 $ ]
* These Switch Module Models utilize PHV4.
<TABLE>
9.d. Wireless Switch Modules Upgrade Options
Packet Total
Erlangs Pipes T1.5s Price
<S> <C> <C> <C> <C>
From Model A to Option 1 510 150 50 $[
From Model A to Option 2 450 180 60 $
From Model B to Option 1 510 150 50 $
From Model B to Option 2 450 180 60 $
From Model A to Option 3 510 150 50 $
From Model A to Option 4 510 180 60 $
From Model B to Option 3 510 150 50 $
From Model B to Option 4 510 180 60 $ ]
</TABLE>
Notes: Options 1 and 2 are used to upgrade a Model A or Model B to a PSU2
expanded model and add additional PH4 & PHV2 cards.
Options 3 and 4 are used to upgrade a Model A or Model B to a PSU2 expanded
model and add additional PH4 & PHV4 cards.
10) MSC 5ESS Pricing Notes
10.a. Owner requested additions to the following models will be priced at the
Vendor's then current List Price minus [ ].
10.b. Prices include transportation to the Designated Switch Site pursuant to
the terms of the Contract.
10.c. Prices do not include MSC Engineering or Installation.
11) Access Manager
11.a. Initial Access Manager unit price configured to support 100 Base
Stations and 10,000 subscribers.
11.b. Only one Access Manager per 5ESS Switch and a maximum of 220 base
stations.
11.c. All additional Access Manager growth will be priced at the Vendor's
then current List Price minus [ ].
11.d. Model price of the Access Manager as follows, includes transportation
as past of MSC delivery:
Price
Interprocess Message Switch (IMS) $[
Executive Call Processor (ECP)
High Availability Operations and Maintenance
Platform (HA-OMP)
less Discount
Model Price ]
12.a. Detail Pricing of Buyout
Description Price
1998
10 SCP/HLR Field Systems Upgrade -Model2 $[
4 New SCP/HLR Field Systems - Model2
4 SCP/HLR Lab Machines Upgrade - Model2
1 SMS Field System
1 SMS Lab System
1 Lab OTAF System
2 Field OTAF
Service Creation Environment
SCP/HLR Release 1.0
SCP/OTAF Release 1.0
Sub-Total ]
WIN 1.1 - WIN2.1(HLR,OTAF,SMS) $[
Actiview 4.0 & 5.0
TIMS release 6.2
ADDS Release through release
2.0 Maintenance Fees
Sub-Total
1998 Total ]
1999
WIN 2.2 - 3.0 (HLR,OTAF,SMS) $[
ACTIVIEW 6.0 & 7.0
TIMS release 7.0
ADDS release 3.0 and 3.1
Maintenance
1999 Total ]
Grand Total For 1998 & 1999 $[ ]
12.b. New SCP/HLR Equipment purchased beyond pair 7 will be purchased at the
price of [ ] per SCP/HLR system (Two SCP/HLR systems required per pair).
New SMS Equipment purchased beyond existing 1 field SMS will be
purchased at the price of [ ] Per System New TIMS (HP K-460)
Equipment will be purchased at the price of [ ] New ADDS (HP
K-460) Equipment will be purchased at the price of [ ] This
buyout includes Sybase Software License for 1,050 Seats, one open
server RTU, one open client RTU.
12.c. The herein described Intelligent Network Software buyout will cover the
Nationwide Network and will include, without limitation, the following feature
releases. A detailed list of the features included in each Release is identified
in Exhibit C1. A feature is defined as any software enhancement that provides
new functionality, capacity increase or performance improvements to any platform
including the SCP, SMS, Actiview, TIMS or ADDS.
-HLR, OTAF, and SMS WIN Releases 1.0 through 3.0 -Actiview Releases
4.0, 5.0, 6.0 and 7.0.
-TIMS Release 6.0 and 6.1
-ADDS Release 2 and Release 3.
12.d. The releases will have at least the following number of features:
- For the HLR, OTAF, and SMS, 40 features in WIN 1.1-2.1, and 30
features in WIN 2.2 - WIN 3.0 (Exhibit C1 has a complete list of features for
these releases).
-For Actiview, 7 features in 4.0 and 8 features in each of the
releases 5, 6, and 7. -For the year 99', there will be two software
release for the HLR, OTAF and Actview.
The HLR and OTAF will have WIN 2.2 and WIN 3.0. Actiview will have Release 6 and
7.
12.e. All Maintenance Fees for the years 1998 and 1999 are included in the
herein described Intelligent Network Software buyout for:
- HLR
- OTAF
- SMS
- Actiview
- TIMS
- ADDS
<PAGE>
Schedule 3A
Services Prices
Travel and living expenses will be incurred if the Installation site is
more than 50 miles from the associated Designated Switch Site subject
to prior Owner written approval of quote, and Vendor will not commence
such work without such approval.
Installation, Integration and Engineering prices are based on a Monday
through Friday 8 A.M. to 5 P.M. work day excluding United States
national holidays and weekends. Requests for overtime or out of hours
work will be an additional charge and will be priced separately, and
subject to prior Owner written approval.
1) Service Suites
1.a. Services Suite 1 (BTS)
Bolt-down, Commissioning, Integration and Local Transportation of BTS
and power cabinets.
Total Price = [ ]
1.b. Services Suite 2 (Growth Cabinet)
Bolt-down, Commissioning, Integration and Local Transportation of
Growth Cabinet and power upgrade.
Total Price = [ ]
1.c. Services Suite 3 (Primary Cabinet)
Bolt-down, Commissioning, Integration, Project Management (As defined
in Exhibit B4) and Local Transportation of BTS and power cabinets.
Total Price = [ ]
1.d. Services Suite 4 (Growth Cabinet)
Bolt-down, Commissioning, Integration, Project Management(As defined in
Exhibit B4) and Local Transportation of Growth Cabinet and power
upgrade.
Total Price = [ ]
2) Component Pricing Breakdown of Services Included in Services Suites 1 - 4.
2.a Indoor / Outdoor Commissioning Services for BTS/Growth Cabinet PCS, CDMA,
Single Frame
Refer to Exhibit B4
(Including without limitation, Commissioning for BTS to include connection
and testing to activate and power up the BTS/Growth Cabinet)
[ ]per cabinet
<PAGE>
2.b Indoor / Outdoor Commissioning Services for BTS Power / Battery / Generator
Cabinet
Refer to Exhibit B4
(Including without limitation, Commissioning, connection, test and power up
of cabinets)
[ ]per cabinet
2.c Cell Integration (Initial and Subsequent Installations)
Refer to Exhibit B4
[ ] per cell (Vendor provides technician at MSC and cell site)
2.d Bolt-down Services
Bolt-down of cabinets as described in Exhibit B4.
[ ] per cell
2.e Project Management
Local Project Management support as described in Exhibit B4
[ ]per cell
3) Additional Services Not included in Service Suites
3.a Equipment Engineering Services (Initial and Subsequent Installations)
Conduct field surveys as required, and support all Owner and/or Affiliate
requests for quotes for the site. Custom engineer specific BTS sites
requiring non-standard configurations.
[ ] per cabinet
3.b. Indoor / Outdoor Commissioning Services for Growth Power / Battery /
Generator Cabinet Modified for Motorola Cabinets
[ ] per cabinet Refer to Exhibit B4
3.c. De-install Power/Battery/Generator Cabinet (Out of Service)
[ ] per cabinet
Note: This charge in no way relates to or can be charged in connection with
the Vendor's delivery or warranty obligations.
<PAGE>
3.d. Miscellaneous Installation Services
(Custom Installation, Demarc Work, Ladder Racking, Additional Trips, and
other installation services outside the scope of work in Exhibit B4.)
[ ] per hour per person depending on the labor rate in each market, as
such will be reasonably documented to the Owner.
3.e. Miscellaneous Engineering & Consulting Services
Asset Management Documentation
Product Configuration Consultation
Site Surveys, Energy System Surveys
In Field Engineering Installation Support.
[ ] per hour.
3.f. Wireless Program Management
Veteran Vendor program manager with extensive experience working on Owner
projects to locally program manage all aspects of project as directed by
the Owner's regional headquarters and as defined in the scope of work in
Exhibit B4.
[ ] per month per such program manager.
4) Optimization Services
4.a.Optimizing Individual BTS and/or Growth Cabinets Into an Existing
System Pursuant to the Requirements of Exhibit B5.
The addition of BTSs or Growth Cabinets to an existing PCS System
without the Installation of a new MSC is considered growth of an
existing system and is billable according to the following schedule.
Price break points are dependent upon the number of cells to be added
on a single Vendor visit to a PCS System.
1- 15 cells [ ] per cell
16-20 cells [ ] per cell
21 or more cells [ ] per cell
In only those markets where the Vendor does not have optimization
resources available, a per diem fee of [ ] will be charged to cover the
expenses for all Vendor employees and sub-contractors working on the
project that may be required to temporarily relocate to the given PCS
System. All fees are exclusive of airfare charges, and in all cases
will be subject to the Owner's prior approval via the Owner's vendor
and contract manager department.
Note: If Owner elects to have the Vendor perform busy hour drive testing,
the Owner will be billed on a time and materials basis.
<PAGE>
4.b. System Optimization (New MSC) Pursuant to the Requirements of Exhibit B5
For the purpose of this paragraph 4.b only, a new system is defined as
one, which includes a newly installed MSC and associated Base Stations.
System optimization for each "new system" will be quoted on an
individual basis depending on the required scope of work, but in no
case will exceed the prices below for the associated scope of work in
Exhibit B5.
1-40 cells [ ] per cell
41-80 cells [ ] per cell
81 or more cells [ ] per cell
5) WIN Services
5.a. SCP Engineering and Installation
Model 2 Engineering and Installation for one machine.
[ ]
Model 1 to Model 2 Engineering and Installation for one machine.
[ ]
5.b. SMS Engineering and Installation
I70 to K460 Engineering and Installation for one machine
[ ]
5.c. TIMS(NFM) Installation, Testing and Integration of Software
K460 software installation, testing and integration for one
machine.
[ ] for the first month plus travel and living expenses.
All travel and living expenses to be estimated and provided for
Owner's approval before start of job. All travel and living
expenses to be actual costs. Charges beyond the first
month
will be as follows:
[ ] per day plus travel and living expenses.
<PAGE>
Schedule 10
SPRINT PCS
MONTHLY BASE STATION FORECAST REPORT FORM
(Primary BTS)
[
]
Assumes:
- Full Duplex Filter
- 16W Amplifier
- Includes CSU
- Outdoor
- 3 ECU's
<PAGE>
SPRINT PCS
MONTHLY BASE STATION FORECAST REPORT FORM
(CATV)
[
]
Assumes:
- Full Duplex Filter
- 16W Amplifier
- Includes CSU
- Outdoor
- 3 ECU's
<PAGE>
SPRINT PCS
MONTHLY BASE STATION FORECAST REPORT FORM
(1st Growth BTS)
[
]
Assumes:
- Full Duplex Filter
- 16W Amplifier
- Includes CSU
- Outdoor
- 3 ECU's
<PAGE>
SPRINT PCS
MONTHLY BASE STATION FORECAST REPORT FORM
(Totals)
[
]
Assumes:
- Full Duplex Filter
- 16W Amplifier
- Includes CSU
- Outdoor
- 3 ECU's
<PAGE>
Schedule 11A
Cancellation Charges (Additional Products)
Without charge and/or penalty, the Owner may cancel any
Purchase Order for an Additional Product no later than seventy-five (75) days
prior to the earliest date scheduled for shipment of such Additional Product; or
If the Owner cancels a Purchase Order or a portion thereof
less than seventy-five (75) days prior to the earliest date scheduled for
shipment of such Additional Product, the Owner shall pay to the Vendor a
cancellation charge of [ ] of the Net Price for such Additional Product pursuant
to Schedule 2A; or
If the Owner cancels a Purchase Order or a portion thereof
less than thirty (30) days prior to the earliest date scheduled for shipment of
such Additional Product, the Owner shall pay to the Vendor a cancellation charge
of [ ] of the Net Price for such Additional Product pursuant to Schedule 2A.
The Owner may not cancel a Purchase Order after the applicable
date scheduled for shipment of such Additional Product. The payment of such
charges shall be the Vendor's sole remedy and the Owner's sole obligation for
such canceled Purchase Order. Furthermore, the Owner will only have the right to
cancel orders for Bulk Items subject to any cancellation rights and payments, if
any, the Vendor has or has to make with or to its own suppliers with respect to
any such Bulk Items.
Any changes requested by the Owner that involve the return or
exchange of Non-Essential Equipment will be subject to the standard policies of
the applicable Non-Essential Equipment supplier unless such policies are
otherwise set out in the applicable agreement between such Non-Essential
Equipment supplier and the Vendor, in which case the Owner will be entitled to
cancel any such Order for Non-Essential Equipment in accordance with the terms
of such agreement.
Nothing herein will be deemed to bar the Vendor's right to
invoice the Owner for all Services actually performed prior to the date of such
performance by the Vendor in respect of such Products in accordance with the
provisions of this Contract.
<PAGE>
Schedule 13
<TABLE>
- --------------------------------------------------------------------------------------------------------------------------
SYSTEM SITEID SITENAME BOLTDOWN
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Albany AL03XC001V [ 10/24/96
AL03XC002V 09/13/96
AL03XC005V 10/15/96
AL03XC006V 11/08/96
AL03XC007V 10/17/96
AL03XC008V 10/17/96
AL03XC010V 10/17/96
AL03XC012V 12/17/96
AL03XC014V 08/06/96
AL03XC015V 10/15/96
AL03XC017V 12/17/96
AL03XC019V 10/30/96
AL03XC021V 10/18/96
AL03XC023V 10/14/96
AL03XC024V 10/04/96
AL03XC025V 10/16/96
AL03XC028V 10/10/96
AL03XC029V 10/09/96
AL03XC034V 10/16/96
AL03XC035V 10/09/96
AL03XC037V 11/11/96
AL03XC038V 10/15/96
AL03XC040V 10/22/96
AL03XC042V 11/08/96
AL03XC048V 10/24/96
AL03XC049V 10/08/96
AL03XC052V 11/04/96
AL03XC054V 10/18/96
AL03XC059V 11/06/96
AL03XC061V 10/16/96
AL03XC064V 10/10/96
AL03XC067V 10/04/96
AL03XC068V 11/08/96
AL03XC069V 10/01/96
AL03XC071V 10/21/96
AL03XC072V 10/30/96
AL03XC073V 10/21/96
AL03XC074V 10/22/96
AL03XC003V 05/05/97
AL03XC004V 11/15/96
AL03XC018V 11/26/97
<PAGE>
AL03XC020V 09/25/97
AL03XC022V 08/27/97
AL03XC026V 03/06/97
AL03XC027V 12/17/97
AL03XC030V 02/28/97
AL03XC031V 08/28/97
AL03XC036V 02/18/97
AL03XC039V 10/22/96
AL03XC041V 03/18/97
AL03XC047V 09/24/97
AL03XC050V 08/26/97
AL03XC051V 05/05/97
AL03XC053V 11/12/96
AL03XC055V 12/19/97
AL03XC056V 05/06/97
AL03XC057V 09/10/97
AL03XC058V 05/14/97
AL03XC060V 06/09/97
AL03XC062V 03/07/97
AL03XC063V 03/07/97
AL03XC065V 09/10/97
AL03XC066V 04/08/97
AL03XC078V 05/07/97
---------------------------------------------------------------------------------------------------
64
Boston BS03XC001V 02/04/97
BS03XC002V 12/17/96
BS03XC003V 09/23/96
BS03XC004V 03/17/97
BS03XC005V 12/10/96
BS03XC007V 12/11/96
BS03XC008V 10/11/96
BS03XC010V 11/20/96
BS03XC011V 03/17/97
BS03XC012V 02/26/97
BS03XC013V 03/07/97
BS03XC015V 02/25/97
BS03XC017V 01/30/97
BS03XC019V 01/03/97
BS03XC020V 02/28/97
BS03XC021V 12/27/96
BS03XC022V 02/27/97
BS03XC023V 03/24/97
<PAGE>
BS03XC025V 03/11/97
BS03XC026V 09/22/96
BS03XC028V 01/29/97
BS03XC029V 10/18/96
BS03XC030V 10/17/96
BS03XC031V 03/20/97
BS03XC032V 03/24/97
BS03XC033V 01/07/97
BS03XC036V 03/22/97
BS03XC037V 02/08/97
BS03XC042V 11/20/96
BS03XC043V 03/05/97
BS03XC048V 06/11/96
BS03XC049V 11/22/96
BS03XC052V 11/20/96
BS03XC053V 03/15/97
BS03XC054V 01/10/97
BS03XC055V 01/09/97
BS03XC058V 03/14/97
BS03XC065V 03/21/97
BS03XC072V 01/22/97
BS03XC079V 02/21/97
BS03XC080V 02/03/97
BS03XC199V 03/18/97
BS03XC201V 02/06/97
BS03XC534V 03/13/97
BS03XC014V 09/20/97
BS03XC024V 09/20/97
BS03XC027V 05/10/97
BS03XC044V 03/05/97
BS03XC045V 05/08/97
BS03XC066V 12/10/97
BS03XC073V 05/13/97
BS03XC078V 06/16/97
BS03XC138V 11/08/97
BS03XC139V 06/02/97
BS03XC140V 08/15/97
BS03XC141V 10/16/97
BS03XC151V 05/09/97
BS03XC152V 04/18/97
BS03XC153V 12/31/98
BS03XC154V 08/18/97
BS03XC155V 04/17/97
<PAGE>
BS03XC181V 06/26/97
BS03XC188V 07/26/97
BS03XC192V 09/13/97
BS03XC198V 05/23/97
BS03XC203V 05/28/97
BS03XC207V 09/25/97
BS03XC208V 05/22/97
BS03XC218V 10/14/97
BS03XC219V 10/15/97
BS03XC221V 11/21/97
BS03XC222V 06/24/97
BS03XC223V 11/06/97
BS03XC501V 12/11/97
BS03XC509V 12/13/97
BS03XC524V 06/18/97
BS03XC535V 11/12/97
BS03XC555V 10/29/97
BS03XC581V 11/11/97
BS03XC016V 02/25/97
BS03XC038V 03/21/97
BS03XC068V 02/12/97
BS03XC071V 03/06/97
BS03XC077 01/31/97
BS03XC083V 11/21/96
BS03XC090V 02/15/97
BS03XC092V 02/07/97
BS03XC099V 02/26/97
BS03XC116V 03/12/97
BS03XC122V 04/14/97
BS03XC124 02/13/97
BS03XC126 02/10/97
BS03XC137 02/25/97
BS03XC145V 02/14/97
BS03XC148V 01/27/97
BS03XC210V 03/24/97
BS03XC301 10/01/96
BS03XC302V 12/16/96
BS03XC303V 11/21/96
BS03XC309V 11/25/96
BS03XC317V 02/11/97
BS03XC326V 02/05/97
BS03XC339V 02/19/97
BS03XC350V 02/18/97
<PAGE>
BS03XC351V 02/20/97
BS03XC355V 03/25/97
BS03XC519 03/12/97
BS03XC006V 05/28/97
BS03XC009V 09/19/97
BS03XC018V 08/07/97
BS03XC039V 11/01/97
BS03XC040V 04/26/97
BS03XC041V 04/08/97
BS03XC047V 09/26/97
BS03XC051V 09/19/97
BS03XC057V 11/11/97
BS03XC059V 07/11/97
BS03XC061V 10/31/97
BS03XC062V 08/20/97
BS03XC064V 09/18/97
BS03XC074V 11/04/97
BS03XC084V 09/02/97
BS03XC085V 07/28/97
BS03XC088V 10/10/97
BS03XC089 09/17/97
BS03XC091V 08/13/97
BS03XC093V 09/23/97
BS03XC094V 05/24/97
BS03XC095V 05/28/97
BS03XC098V 09/22/97
BS03XC101V 06/10/97
BS03XC103V 09/09/97
BS03XC105V 04/11/97
BS03XC108V 07/18/97
BS03XC112V 11/14/97
BS03XC114V 11/01/97
BS03XC115V 11/13/97
BS03XC123V 07/10/97
BS03XC125V 05/07/97
BS03XC129V 04/14/97
BS03XC133V 09/29/97
BS03XC143V 05/21/97
BS03XC144V 04/28/97
BS03XC147 05/16/97
BS03XC150V 07/25/97
BS03XC156V 10/17/97
BS03XC161V 09/30/97
<PAGE>
BS03XC168V 12/29/97
BS03XC178V 06/05/97
BS03XC186V 05/24/97
BS03XC200V 08/13/97
BS03XC209V 06/23/97
BS03XC211V 10/30/97
BS03XC212V 11/13/97
BS03XC213V 08/19/97
BS03XC215V 09/15/97
BS03XC216V 07/22/97
BS03XC304V 07/28/97
BS03XC305V 09/15/97
BS03XC307V 11/03/97
BS03XC308V 10/24/97
BS03XC311V 10/10/97
BS03XC315V 09/24/97
BS03XC316V 10/03/97
BS03XC319V 09/11/97
BS03XC323V 09/25/97
BS03XC324V 09/24/97
BS03XC325V 11/10/97
BS03XC327V 05/27/97
BS03XC329V 11/12/97
BS03XC344V 12/08/97
BS03XC345V 10/08/97
BS03XC346V 09/16/97
BS03XC347V 09/17/97
BS03XC349V 09/10/97
BS03XC352V 07/09/97
BS03XC353V 06/25/97
BS03XC356V 09/16/97
BS03XC357V 12/30/97
BS03XC504V 06/27/97
BS03XC513V 08/29/97
BS03XC517V 09/29/97
BS03XC518V 11/05/97
BS03XC529V 07/23/97
BS03XC530V 05/15/97
BS03XC550V 07/28/97
BS03XC551V 09/25/97
BS03XC576V 10/21/97
BS03XC585V 12/12/97
---------------------------------------------------------------------------------------------------
189
<PAGE>
Buffalo BU03XC001V 03/31/97
BU03XC002V 05/23/97
BU03XC003V 03/11/97
BU03XC004V 03/18/97
BU03XC005V 03/11/97
BU03XC006V 03/18/97
BU03XC007V 03/11/97
BU03XC008V 03/11/97
BU03XC011V 03/27/97
BU03XC012V 04/18/97
BU03XC014V 04/11/97
BU03XC015V 04/04/97
BU03XC021V 04/11/97
BU03XC024V 06/07/97
BU03XC025V 03/31/97
BU03XC026V 04/25/97
BU03XC027V 03/21/97
BU03XC028V 04/23/97
BU03XC029V 03/31/97
BU03XC030V 04/25/97
BU03XC033V 04/03/97
BU03XC034V 03/27/97
BU03XC035V 04/03/97
BU03XC036V 03/26/97
BU03XC038V 04/03/97
BU03XC040V 04/03/97
BU03XC041V 03/31/97
BU03XC042V 03/26/97
BU03XC043V 04/23/97
BU03XC044V 04/25/97
BU03XC045V 03/27/97
BU03XC046V 03/06/97
BU03XC047V 05/02/97
BU03XC048V 03/06/97
BU03XC050V 03/21/97
BU03XC052V 04/11/97
BU03XC053V 03/27/97
BU03XC055V 04/03/97
BU03XC056V 04/18/97
BU03XC057V 04/04/97
BU03XC063V 03/26/97
BU03XC066V 04/11/97
BU03XC068V 04/25/97
<PAGE>
BU03XC071V 04/18/97
BU03XC072V 03/06/97
BU03XC077V 03/11/97
BU03XC010V 07/08/97
BU03XC013V 06/22/97
BU03XC016V 12/03/97
BU03XC017V 06/21/97
BU03XC018V 06/21/97
BU03XC019V 06/21/97
BU03XC023V 07/08/97
BU03XC049V 06/21/97
BU03XC051V 06/22/97
BU03XC058V 06/22/97
BU03XC062V 08/08/97
BU03XC065V 06/22/97
BU03XC069V 08/08/97
BU03XC070V 06/22/97
BU03XC073V 04/25/97
BU03XC075V 04/18/97
---------------------------------------------------------------------------------------------------
62
Denver DN03XC001V 12/02/96
DN03XC003V 11/08/96
DN03XC004V 12/10/96
DN03XC005V 11/30/96
DN03XC006V 12/11/96
DN03XC008V 01/12/97
DN03XC009V 10/08/96
DN03XC010V 01/04/97
DN03XC011V 12/11/96
DN03XC012V 10/21/96
DN03XC013V 01/20/97
DN03XC017V 09/25/96
DN03XC018V 10/07/96
DN03XC019V 01/20/97
DN03XC020V 11/18/96
DN03XC021V 12/03/96
DN03XC031V 01/18/97
DN03XC033V 01/03/97
DN03XC034V 12/24/96
DN03XC035V 12/13/96
DN03XC036V 12/24/96
DN03XC037V 01/25/97
<PAGE>
DN03XC040V 09/17/96
DN03XC041V 11/11/96
DN03XC043V 11/27/96
DN03XC044V 11/07/96
DN03XC045V 01/21/97
DN03XC046V 11/20/96
DN03XC047V 11/29/96
DN03XC048V 01/20/97
DN03XC049V 01/10/97
DN03XC050V 10/10/96
DN03XC056V 12/03/96
DN03XC057V 01/21/97
DN03XC058V 10/11/96
DN03XC059V 01/23/97
DN03XC060V 01/18/97
DN03XC061V 01/10/97
DN03XC062V 12/13/96
DN03XC063V 12/14/96
DN03XC064V 12/13/96
DN03XC065V 10/28/96
DN03XC066V 10/23/96
DN03XC067V 01/04/97
DN03XC068V 12/05/96
DN03XC071V 01/23/97
DN03XC072V 10/07/96
DN03XC075V 12/27/96
DN03XC076V 01/22/97
DN03XC077V 11/22/96
DN03XC078V 01/14/97
DN03XC079V 01/22/97
DN03XC080V 12/14/96
DN03XC081V 10/28/96
DN03XC084V 12/14/96
DN03XC085V 12/14/96
DN03XC087V 01/21/97
DN03XC091V 08/06/96
DN03XC092V 12/05/96
DN03XC093V 10/15/96
DN03XC094V 12/11/96
DN03XC095V 01/02/97
DN03XC096V 12/02/96
DN03XC097V 10/28/96
DN03XC098V 12/11/96
<PAGE>
DN03XC100V 11/15/96
DN03XC101V 01/24/97
DN03XC102V 09/24/96
DN03XC103V 12/12/96
DN03XC105V 12/13/96
DN03XC106V 10/28/96
DN03XC107V 01/17/97
DN03XC108V 10/14/96
DN03XC109V 01/23/97
DN03XC110V 08/19/96
DN03XC111V 12/03/96
DN03XC112V 09/07/96
DN03XC113V 01/23/97
DN03XC114V 12/30/96
DN03XC116V 01/25/97
DN03XC119V 10/24/96
DN03XC120V 09/03/96
DN03XC121V 01/25/97
DN03XC122V 12/12/96
DN03XC123V 01/02/97
DN03XC125V 11/07/96
DN03XC126V 01/07/97
DN03XC127V 09/23/96
DN03XC128V 12/02/96
DN03XC130V 02/12/97
DN03XC131V 01/18/97
DN03XC135V 09/20/96
DN03XC136V 12/14/96
DN03XC138V 11/10/96
DN03XC139V 12/13/96
DN03XC142V 11/05/96
DN03XC147V 01/17/97
DN03XC148V 01/02/97
DN03XC149V 12/11/96
DN03XC150V 12/06/96
DN03XC152V 11/18/96
DN03XC155V 12/14/96
---------------------------------------------------------------------------------------------------
102
Detroit DE03XC003AV 06/09/97
DE03XC009AV 07/30/97
DE03XC010BV 05/13/97
DE03XC014BV 06/19/97
<PAGE>
DE03XC016AV 04/10/97
DE03XC017AV 02/03/97
DE03XC019AV 08/08/97
DE03XC020BV 07/23/97
DE03XC022AV 06/12/97
DE03XC027AV 06/13/97
DE03XC036AV 07/07/97
DE03XC037BV 06/19/97
DE03XC038AV 07/10/97
DE03XC042BV 08/07/97
DE03XC044AV 06/09/97
DE03XC050AV 06/11/97
DE03XC053AV 06/18/97
DE03XC056AV 06/11/97
DE03XC059AV 12/11/96
DE03XC060AV 07/16/97
DE03XC061AV 06/10/97
DE03XC063XV 07/27/97
DE03XC066BV 06/18/97
DE03XC071AV 06/24/97
DE03XC072AV 07/25/97
DE03XC074AV 04/07/97
DE03XC075AV 07/22/97
DE03XC079AV 07/21/97
DE03XC081CV 07/29/97
DE03XC082AV 05/15/97
DE03XC085BV 07/28/97
DE03XC086BV 07/25/97
DE03XC087AV 06/13/97
DE03XC094AV 07/24/97
DE03XC095AV 05/09/97
DE03XC096BV 06/16/97
DE03XC100AV 05/23/97
DE03XC102BV 07/26/97
DE03XC104AV 06/29/97
DE03XC105AV 08/01/97
DE03XC107BV 06/16/97
DE03XC115BV 07/24/97
DE03XC117AV 07/25/97
DE03XC118BV 07/31/97
DE03XC127AV 04/28/97
DE03XC132BV 07/11/97
DE03XC133AV 06/17/97
<PAGE>
DE03XC134AV 05/30/97
DE03XC136AV 07/03/97
DE03XC137AV 03/31/97
DE03XC138BV 07/28/97
DE03XC140BV 07/29/97
DE03XC142AV 06/26/97
DE03XC144AV 06/26/97
DE03XC145AV 08/07/97
DE03XC147AV 06/27/97
DE03XC151AV 08/13/97
DE03XC153AV 04/17/97
DE03XC155AV 04/15/97
DE03XC156AV 04/01/97
DE03XC157AV 04/24/97
DE03XC158AV 06/27/97
DE03XC160AV 04/21/97
DE03XC161AV 06/30/97
DE03XC162AV 06/30/97
DE03XC163AV 07/16/97
DE03XC166BV 07/23/97
DE03XC167AV 05/20/97
DE03XC168BV 07/21/97
DE03XC170BV 06/17/97
DE03XC171AV 07/01/97
DE03XC173BV 07/01/97
DE03XC174BV 07/09/97
DE03XC176AV 05/21/97
DE03XC177AV 03/26/97
DE03XC178BV 07/16/97
DE03XC184BV 07/31/97
DE03XC185AV 01/23/97
DE03XC186AV 05/02/97
DE03XC193BV 07/02/97
DE03XC194AV 05/22/97
DE03XC195AV 06/20/97
DE03XC199AV 04/16/97
DE03XC205AV 06/23/97
DE03XC208AV 08/07/97
DE03XC211BV 07/26/97
DE03XC217AV 07/31/97
DE03XC221AV 06/06/97
DE03XC227AV 04/04/97
DE03XC230AV 07/29/97
DE03XC237AV 05/12/97
<PAGE>
DE03XC238AV 04/30/97
DE03XC241AV 05/27/97
DE03XC243AV 06/25/97
DE03XC246AV 06/23/97
DE03XC113BV 05/06/97
DE03XC024BV 10/14/97
DE03XC026AV 07/26/97
DE03XC028CV 08/26/97
DE03XC029AV 08/08/97
DE03XC030AV 10/28/97
DE03XC031AV 10/13/97
DE03XC032AV 10/29/97
DE03XC033BV 06/04/97
DE03XC035AV 06/10/97
DE03XC041AV 10/14/97
DE03XC047AV 08/20/97
DE03XC057AV 09/25/97
DE03XC062AV 12/09/97
DE03XC064AV 10/27/97
DE03XC070BV 08/22/97
DE03XC077AV 08/01/97
DE03XC078AV 09/18/97
DE03XC088AV 08/21/97
DE03XC089XV 01/05/98
DE03XC091AV 07/22/97
DE03XC093BV 10/20/97
DE03XC099AV 11/26/97
DE03XC101AV 01/12/98
DE03XC106AV 08/06/97
DE03XC108BV 08/21/97
DE03XC109AV 08/20/97
DE03XC110AV 10/07/97
DE03XC111AV 07/30/97
DE03XC114BV 08/29/97
DE03XC119AV 08/29/97
DE03XC121BV 01/05/98
DE03XC122AV 07/18/97
DE03XC123BV 10/21/97
DE03XC124BV 08/26/97
DE03XC125BV 10/20/97
DE03XC126AV 08/27/97
DE03XC128AV 09/19/97
DE03XC129BV 08/27/97
DE03XC135BV 09/08/97
<PAGE>
DE03XC139AV 09/30/97
DE03XC148AV 10/04/97
DE03XC152BV 10/13/97
DE03XC165AV 10/02/97
DE03XC172AV 10/30/97
DE03XC175XV 09/15/97
DE03XC179AV 09/22/97
DE03XC187AV 09/30/97
DE03XC188BV 01/07/98
DE03XC190BV 11/21/97
DE03XC191BV 07/28/97
DE03XC192BV 06/20/97
DE03XC196AV 12/12/97
DE03XC201AV 08/06/97
DE03XC202AV 08/25/97
DE03XC203AV 09/12/97
DE03XC206BV 07/02/97
DE03XC207BV 10/29/97
DE03XC210AV 08/02/97
DE03XC212BV 10/01/97
DE03XC213AV 12/23/97
DE03XC215AV 09/02/97
DE03XC216AV 10/13/97
DE03XC219BV 07/27/97
DE03XC220AV 07/29/97
DE03XC222AV 10/01/97
DE03XC223BV 11/17/97
DE03XC226AV 07/30/97
DE03XC229AV 09/02/97
DE03XC232BV 09/08/97
DE03XC233AV 10/04/97
DE03XC236BV 10/30/97
DE03XC239AV 11/24/97
DE03XC244BV 08/25/97
DE03XC247AV 09/17/97
---------------------------------------------------------------------------------------------------
170
Fresno FS03XC256V 10/02/96
FS03XC257V 10/09/96
FS03XC259V 10/02/96
FS03XC260V 10/14/96
FS03XC261V 10/14/96
FS03XC263V 10/09/96
<PAGE>
FS03XC264V 07/15/96
FS03XC265V 07/14/96
FS03XC266V 07/08/96
FS03XC267V 07/08/96
FS03XC271V 10/03/96
FS03XC272V 07/14/96
FS03XC273V 07/14/96
FS03XC274V 07/15/96
FS03XC275V 08/23/96
FS03XC276V 10/03/96
FS03XC278V 10/01/96
FS03XC279V 10/10/96
FS03XC283V 09/30/96
FS03XC284V 09/30/96
FS03XC285V 10/24/96
FS03XC286V 07/05/96
FS03XC287V 08/03/96
FS03XC288V 07/15/96
FS03XC291V 07/05/96
FS03XC292V 10/01/96
FS03XC293V 08/24/96
---------------------------------------------------------------------------------------------------
27
Hartford CT03XC001V 06/05/97
CT03XC002V 12/20/96
CT03XC004V 02/21/97
CT03XC010V 08/07/97
CT03XC012V 06/17/97
CT03XC013V 08/07/97
CT03XC018V 06/09/97
CT03XC025V 03/12/97
CT03XC026V 04/29/97
CT03XC034V 06/19/97
CT03XC042V 07/03/97
CT03XC045V 03/04/97
CT03XC046V 07/25/97
CT03XC051V 12/04/96
CT03XC053V 06/06/97
CT03XC054V 05/06/97
CT03XC055V 08/05/97
CT03XC056V 07/09/97
CT03XC057V 04/17/97
CT03XC058V 02/14/97
<PAGE>
CT03XC060V 02/21/97
CT03XC061V 02/13/97
CT03XC062V 07/16/97
CT03XC063V 06/11/97
CT03XC064V 02/24/97
CT03XC065V 04/08/97
CT03XC066V 04/03/97
CT03XC067V 08/14/97
CT03XC069V 06/27/97
CT03XC070V 04/11/97
CT03XC074V 08/13/97
CT03XC075V 06/06/97
CT03XC076V 04/23/97
CT03XC078V 04/11/97
CT03XC081V 06/16/97
CT03XC082V 02/13/97
CT03XC083V 04/23/97
CT03XC084V 07/03/97
CT03XC086V 04/16/97
CT03XC090V 04/30/97
CT03XC091V 06/12/97
CT03XC092V 06/12/97
CT03XC093V*1 08/20/97
CT03XC095V 02/28/97
CT03XC096V 02/18/97
CT03XC097V 02/18/97
CT03XC098V 03/21/97
CT03XC104V 07/02/97
CT03XC111V 04/29/97
CT03XC120V 07/28/97
CT03XC153V 06/16/97
CT03XC157V 12/04/96
CT03XC162V 06/04/97
CT03XC168V 06/20/97
CT03XC169V 07/15/97
CT03XC201V 02/19/97
CT03XC202V 02/24/97
CT03XC204V 04/30/97
CT03XC206V 02/24/97
CT03XC220V 07/15/97
CT03XC221V*1 08/05/97
CT03XC223V 04/06/97
CT03XC224V 06/18/97
<PAGE>
CT03XC227V 06/18/97
CT03XC251V 08/05/97
CT03XC325V 06/03/97
CT03XC326V 08/14/97
CT03XC331V 03/04/97
CT03XC332V 04/21/97
CT03XC340V 05/28/97
CT03XC341V 04/18/97
CT03XC348V 06/14/97
CT03XC352V 05/16/97
CT03XC355V 06/17/97
CT03XC366V 04/09/97
CT03XC370V 06/10/97
CT03XC372V 04/21/97
CT03XC378V 04/28/97
CT03XC381V 04/18/97
CT03XC003V 11/18/97
CT03XC006V 10/28/97
CT03XC007V 11/08/97
CT03XC008V 11/05/97
CT03XC009V 11/05/97
CT03XC011V 12/20/97
CT03XC021V 11/17/97
CT03XC038V 09/04/97
CT03XC039V 11/14/97
CT03XC040V 11/25/97
CT03XC043V 06/13/97
CT03XC044V 09/04/97
CT03XC049V 08/11/97
CT03XC071V 09/17/97
CT03XC088V 12/19/97
CT03XC106V 12/01/97
CT03XC151V*2 11/06/97
CT03XC156V 11/19/97
CT03XC171V 11/12/97
CT03XC172V 09/02/97
CT03XC181V 11/10/97
CT03XC205V 06/27/97
CT03XC208V 08/04/97
CT03XC211V*2 12/02/97
CT03XC225V 06/18/97
CT03XC226V 08/13/97
CT03XC229V 08/13/97
<PAGE>
CT03XC327V 12/24/97
CT03XC334V 11/25/97
CT03XC337V 12/12/97
CT03XC349V*1 11/21/97
CT03XC350V 09/03/97
CT03XC353V 09/16/97
CT03XC371V 12/10/97
CT03XC376V 12/04/97
CT03XC377V 12/10/97
---------------------------------------------------------------------------------------------------
115
Long Island NY07XC519V 09/04/97
NY07XC619V 09/04/97
NY07XC622V 09/08/97
NY07XC646V 08/20/97
NY07XC701V 08/01/97
NY07XC702V 07/29/97
NY07XC705V 09/07/97
NY07XC706V 06/12/97
NY07XC707V 09/04/97
NY07XC708V 08/20/97
NY07XC711V 09/04/97
NY07XC714V 08/01/97
NY07XC715V 06/17/97
NY07XC716V 08/01/97
NY07XC723V 09/10/97
NY07XC728V 07/29/97
NY07XC731V 09/24/97
NY07XC733V 06/17/97
NY07XC735V 06/12/97
NY07XC736V 06/12/97
NY07XC737V 09/07/97
NY07XC740V 07/29/97
NY07XC741V 08/20/97
NY07XC746V 08/01/97
NY07XC748V 08/29/97
NY07XC749V 06/12/97
NY07XC750V 09/08/97
NY07XC753V 06/17/97
NY07XC754V 09/04/97
NY07XC755V 09/17/97
NY07XC756V 08/20/97
NY07XC764V 09/24/97
<PAGE>
NY07XC766V 09/24/97
NY07XC768V 08/29/97
NY07XC769V 08/20/97
NY07XC771V 09/04/97
NY07XC773V 09/07/97
NY07XC774V 09/08/97
NY07XC776V 09/07/97
NY07XC777V 06/17/97
NY07XC778V 08/29/97
NY07XC784V 09/07/97
NY07XC787V 07/29/97
NY07XC604V 12/18/97
NY07XC703V 12/12/97
NY07XC713V 10/24/97
NY07XC770V 09/24/97
NY07XC782V 12/12/97
NY07XC783V 10/24/97
---------------------------------------------------------------------------------------------------
49
Manhattan NY04XC801V 01/24/97
NY04XC802V 01/14/97
NY04XC803V 01/15/97
NY04XC804V 01/21/97
NY04XC805V 01/17/97
NY04XC806V 01/21/97
NY04XC807V 01/07/97
NY04XC808V 01/31/97
NY04XC811V 01/21/97
NY04XC812V 01/21/97
NY04XC813V 01/16/97
NY04XC816V 12/30/96
NY04XC817V 01/10/97
NY04XC818V 01/16/97
NY04XC820V 02/20/97
NY04XC830V 03/20/97
NY04XC831V 01/07/97
NY04XC832V 03/05/97
NY04XC833V 04/13/97
NY04XC834V 02/13/97
NY04XC835V 01/10/97
NY04XC837V 02/18/97
NY04XC838V 01/13/97
NY04XC839V 01/29/97
<PAGE>
NY04XC840V 01/22/97
NY04XC842V 02/17/97
NY04XC843V 03/01/97
NY04XC844V 02/23/97
NY04XC845V 01/14/97
NY04XC850V 01/31/97
NY04XC851V 03/01/97
NY04XC852V 03/28/97
NY04XC853V 03/27/97
NY04XC854V 02/13/97
NY04XC856V 02/20/97
NY04XC857V 02/17/97
NY04XC859V 03/13/97
NY04XC860V 01/16/97
NY04XC865V 01/10/97
NY04XC866V 01/31/97
NY04XC867V 03/20/97
NY04XC868V 03/13/97
NY04XC869V 02/01/97
NY04XC870V 02/05/97
NY04XC871V 01/14/97
NY04XC872V 01/16/97
NY04XC875V 01/28/97
NY04XC877V 01/22/97
NY04XC880V 01/24/97
NY04XC881V 03/20/97
NY04XC882V 01/13/97
NY04XC888V 01/17/97
NY04XC891V 01/22/97
NY04XC893V 03/20/97
NY04XC894V 01/28/97
NY04XC895V 01/07/97
NY04XC898V 01/22/97
NY04XC809v 05/06/97
NY04XC810v 06/06/97
NY04XC814v 05/08/97
NY04XC824v 04/18/97
NY04XC836v 04/08/97
NY04XC846v 04/18/97
NY04XC855v 04/18/97
NY04XC862v 05/02/97
NY14XC923v 11/14/97
NY14XC922v 10/08/97
<PAGE>
NY14XC925v 12/18/97
NY14XC926v 11/15/97
NY14XC927v 11/20/97
NY14XC929v 11/20/97
NY04XC821V 01/31/97
NY04XC822V 01/29/97
NY04XC823V 01/31/97
NY04XC825V 02/03/97
NY04XC826V 02/11/97
NY04XC827V 02/11/97
NY04XC828V 03/03/97
NY04XC829V 03/03/97
---------------------------------------------------------------------------------------------------
79
Milwaukee ML03XC104V 06/27/96
ML03XC105V 10/17/96
ML03XC106V 10/28/96
ML03XC108V 09/26/96
ML03XC109V 07/29/96
ML03XC110V 09/20/96
ML03XC111V 09/25/96
ML03XC112V 09/25/96
ML03XC117V 11/07/96
ML03XC119V 09/16/96
ML03XC120V 09/10/96
ML03XC121V 10/21/96
ML03XC122V 07/31/96
ML03XC124V 08/22/96
ML03XC127V 09/03/96
ML03XC128V 10/02/96
ML03XC129V 08/15/96
ML03XC131V 09/19/96
ML03XC132V 11/04/96
ML03XC133V 09/20/96
ML03XC134V 07/31/96
ML03XC137V 09/18/96
ML03XC144V 11/05/96
ML03XC147V 09/13/96
ML03XC149V 11/27/96
ML03XC150V 09/13/96
ML03XC153V 11/15/96
ML03XC155V 09/24/96
ML03XC160V 10/31/96
<PAGE>
ML03XC162V 11/04/96
ML03XC170V 11/15/96
ML03XC172V 10/29/96
ML03XC173V 11/06/96
ML03XC174V 10/29/96
ML03XC175V 11/08/96
ML03XC205V 03/22/97
ML03XC206V 11/25/96
ML03XC211V 09/16/96
ML03XC219V 09/27/96
ML03XC220V 11/01/96
ML03XC223V 11/05/96
ML03XC240V 12/02/96
ML03XC255V 12/04/96
ML03XC276V 11/20/96
ML03XC302V 09/19/96
ML03XC303V 11/01/96
ML03XC304V 08/23/96
ML03XC307V 11/08/96
ML03XC507V 11/15/96
ML03XC510V 11/08/96
ML03XC512V 12/09/96
ML03XC515V 08/30/96
ML03XC517V 10/18/96
---------------------------------------------------------------------------------------------------
53
New Hamp/Maine NM03XC001V 02/21/97
NM03XC002V 03/04/97
NM03XC003V 03/04/97
NM03XC004V 02/25/97
NM03XC005V 03/25/97
NM03XC006V 01/23/97
NM03XC007V 03/03/97
NM03XC008V 01/22/97
NM03XC010V 01/14/97
NM03XC011V 03/11/97
NM03XC013V 12/23/96
NM03XC014V 03/10/97
NM03XC015V 03/15/97
NM03XC017V 04/22/97
NM03XC019V 03/08/97
NM03XC020V 02/12/97
NM03XC021V 03/06/97
<PAGE>
NM03XC022V 01/29/97
NM03XC023V 03/06/97
NM03XC024V 02/28/97
NM03XC025V 03/13/97
NM03XC026V 02/28/97
NM03XC027V 09/16/96
NM03XC028V 02/24/97
NM03XC029V 01/31/97
NM03XC037V 02/24/97
NM03XC039V 02/26/97
NM03XC040V 03/05/97
NM03XC041V 02/19/97
NM03XC042V 10/21/96
NM03XC043V 01/16/97
NM03XC044V 02/04/97
NM03XC045V 02/06/97
NM03XC047V 03/07/97
NM03XC048V 03/14/97
NM03XC049V 03/03/97
NM03XC050V 03/14/97
NM03XC052V 03/21/97
NM03XC053V 03/12/97
NM03XC056V 02/27/97
NM03XC057V 03/17/97
NM03XC058V 02/03/97
NM03XC069V 10/30/96
NM03XC059V 01/30/97
NM03XC060V 10/02/96
NM03XC061V 03/20/97
NM03XC062V 02/05/97
NM03XC065V 12/19/96
NM03XC066V 03/17/97
NM03XC067V 08/06/96
NM03XC068V 03/18/97
NM03XC070V 02/13/97
NM03XC071V 02/13/97
NM03XC072V 03/01/97
NM03XC009V 10/28/97
NM03XC012V 04/24/97
NM03XC016V 09/22/97
NM03XC038V 10/22/97
NM03XC046V 09/27/97
NM03XC051V 07/29/97
<PAGE>
NM03XC054V 11/07/97
NM03XC055V 05/29/97
NM03XC063V 05/21/97
NM03XC073V 07/29/97
NM03XC074V 03/19/97
---------------------------------------------------------------------------------------------------
65
New Jersey NY03XC001V 07/03/97
NY03XC003V 06/12/97
NY03XC008V 07/25/97
NY03XC009V 09/05/97
NY03XC010V 09/05/97
NY03XC013V 09/09/97
NY03XC018V 07/18/97
NY03XC021V 08/30/97
NY03XC022V 09/05/97
NY03XC023V 09/03/97
NY03XC024V 09/05/97
NY03XC027V 06/18/97
NY03XC035V 09/10/97
NY03XC040V 06/13/97
NY03XC041V 08/29/97
NY03XC042V 06/13/97
NY03XC043V 07/25/97
NY03XC044V 09/09/97
NY03XC046V 08/08/97
NY03XC050V 06/20/97
NY03XC055V 09/06/97
NY03XC057V 09/12/97
NY03XC060V 09/06/97
NY03XC072V 06/20/97
NY03XC074V 09/12/97
NY03XC075V 09/10/97
NY03XC077V 09/06/97
NY03XC078V 09/09/97
NY03XC081V 09/03/97
NY03XC083V 09/03/97
NY03XC094V 09/03/97
NY03XC096V 09/03/97
NY03XC098V 09/12/97
NY03XC100V 09/03/97
NY03XC104V 09/06/97
NY03XC105V 09/06/97
<PAGE>
NY03XC107V 09/06/97
NY03XC108V 09/06/97
NY03XC109V 09/12/97
NY03XC111V 09/06/97
NY03XC112V 06/18/97
NY03XC113V 09/06/97
NY03XC114V 09/10/97
NY03XC119V 09/08/97
NY03XC126V 06/13/97
NY03XC127V 09/10/97
NY03XC133V 08/27/97
NY03XC134V 09/03/97
NY03XC138V 08/30/97
NY03XC139V 08/29/97
NY03XC141V 08/29/97
NY03XC143V 09/30/97
NY03XC144V 09/12/97
NY03XC146V 08/30/97
NY03XC147V 08/30/97
NY03XC154V 09/04/96
NY03XC156V 07/18/97
NY03XC158V 08/29/97
NY03XC181V 08/08/97
NY03XC261V 09/08/97
NY03XC183V 08/15/97
NY03XC184V 07/03/97
NY03XC186V 07/25/97
NY03XC188V 08/15/97
NY03XC189V 08/08/97
NY03XC190V 07/03/97
NY03XC195V 09/06/97
NY03XC201V 09/09/97
NY03XC214V 08/15/97
NY03XC243V 09/09/97
NY03XC244V 09/09/97
NY03XC250V 08/27/97
NY03XC251V 10/01/97
NY03XC253V 09/03/97
NY03XC263V 08/27/97
BIL1#1 11/25/97
NY03XC032V 12/13/97
NY03XC059V 10/06/97
NY03XC071V 12/09/97
<PAGE>
NY03XC082V 10/01/97
NY03XC088V 10/06/97
NY03XC092V 12/23/97
NY03XC095V 12/23/97
NY03XC097V 10/01/97
NY03XC101V 12/09/97
NY03XC103V 12/09/97
NY03XC140V 12/16/97
NY03XC187V 12/19/97
NY03XC197V 12/08/97
NY03XC212V 10/17/97
NY03XC242V 11/24/97
NY03XC260V 12/13/97
---------------------------------------------------------------------------------------------------
92
New York BBQ NY04XC300V 02/06/97
NY04XC301V 02/04/97
NY04XC302V 02/14/97
NY04XC303V 02/24/97
NY04XC304V 02/06/97
NY04XC306V 02/14/97
NY04XC307V 02/06/97
NY04XC309V 02/07/97
NY04XC311V 02/07/97
NY04XC312V 02/14/97
NY04XC313V 02/14/97
NY04XC314V 02/23/97
NY04XC315V 02/14/97
NY04XC316V 02/06/97
NY04XC317V 02/07/97
NY04XC319V 02/23/97
NY04XC320V 03/13/97
NY04XC321V 03/13/97
NY04XC322V 02/14/97
NY04XC324V 02/06/97
NY04XC501V 03/05/97
NY04XC502V 02/25/97
NY04XC504V 02/12/97
NY04XC505V 03/13/97
NY04XC507V 03/19/97
NY04XC508V 02/18/97
NY04XC509V 02/25/97
NY04XC510V 02/22/97
NY04XC511V 02/18/97
<PAGE>
NY04XC512V 02/19/97
NY04XC513V 02/15/97
NY04XC514V 02/19/97
NY04XC518V 02/19/97
NY04XC520V 02/19/97
NY04XC521V 02/25/97
NY04XC522V 02/19/97
NY04XC523V 02/15/97
NY04XC525V 02/13/97
NY04XC527V 02/22/97
NY04XC528V 02/08/97
NY04XC529V 02/22/97
NY04XC530V 03/12/97
NY04XC531V 02/18/97
NY04XC533V 02/28/97
NY04XC540V 02/16/97
NY04XC544V 02/24/97
NY04XC601V 02/21/97
NY04XC603V 02/05/97
NY04XC607V 02/12/97
NY04XC609V 02/12/97
NY04XC610V 03/10/97
NY04XC614V 02/21/97
NY04XC615V 02/20/97
NY04XC617V 02/05/97
NY04XC618V 02/17/97
NY04XC620V 02/24/97
NY04XC621V 02/21/97
NY04XC623V 02/20/97
NY04XC624V 02/05/97
NY04XC625V 02/12/97
NY04XC626V 02/17/97
NY04XC628V 02/20/97
NY04XC631V 02/21/97
NY04XC633V 02/13/97
NY04XC634V 03/19/97
NY04XC636V 03/11/97
NY04XC637V 02/12/97
NY04XC639V 03/10/97
NY04XC640V 02/15/97
NY04XC641V 02/17/97
NY04XC642V 02/08/97
NY04XC644V 02/28/97
<PAGE>
NY04XC645V 02/08/97
NY04XC647V 03/19/97
NY04XC648V 02/21/97
NY04XC649V 03/15/97
NY04XC652V 03/13/97
NY04XC653V 02/05/97
NY04XC655V 02/28/97
NY04XC656V 02/08/97
NY04XC848V 02/07/97
NY04XC849V 02/04/97
NY05XC029V 04/30/97
NY05XC125V 11/09/97
NY05XC120V 05/06/97
NY05XC122V 09/08/97
NY05XC123V 06/08/97
NY05XC124V 05/23/97
NY05XC215V 05/06/97
NY05XC305V 05/08/97
NY05XC310V 08/22/97
NY05XC318V 04/08/97
NY05XC323V 06/07/97
NY05XC506V 07/09/97
NY05XC515V 05/14/97
NY05XC516V 07/09/97
NY05XC517V 12/08/97
NY05XC524V 05/02/97
NY05XC536V 05/14/97
NY05XC538V 08/01/97
NY05XC541V 05/14/97
NY05XC543V 04/07/97
NY05XC606V 11/14/97
NY05XC608V 05/13/97
NY05XC612V 07/09/97
NY05XC627V 04/07/97
NY05XC629V 04/07/97
NY05XC632V 06/26/97
NY05XC635V 07/18/97
NY05XC638V 06/26/97
NY15XC503V 11/15/97
NY15XC545V 12/11/97
NY15XC546V 12/11/97
NY15XC549V 11/21/97
NY15XC657V 11/21/97
<PAGE>
NY15XC658V 11/15/97
NY15XC659V 11/21/97
---------------------------------------------------------------------------------------------------
117
Philadelphia PL03XC001V 01/28/97
PL03XC002V 02/24/97
PL03XC003V 11/26/96
PL03XC004V 11/25/96
PL03XC005V 02/22/97
PL03XC006V 11/02/96
PL03XC007V 12/18/96
PL03XC008V 01/22/97
PL03XC009V 10/29/96
PL03XC011V 12/16/96
PL03XC012V 12/16/96
PL03XC013V 02/24/97
PL03XC014V 12/19/96
PL03XC015V 09/19/96
PL03XC016V 02/21/97
PL03XC017V 01/04/97
PL03XC018V 02/03/97
PL03XC019V 12/27/96
PL03XC021V 01/30/97
PL03XC022V 02/22/97
PL03XC026V 12/11/96
PL03XC028V 02/17/97
PL03XC030V 12/19/96
PL03XC031V 02/26/97
PL03XC032V 02/17/97
PL03XC033V 02/06/97
PL03XC034V 11/23/96
PL03XC035V 02/21/97
PL03XC036V 02/12/97
PL03XC037V 02/11/97
PL03XC038V 09/20/96
PL03XC039V 02/12/97
PL03XC042V 01/28/97
PL03XC046V 02/14/97
PL03XC047V 02/27/97
PL03XC049V 02/26/97
PL03XC050V 02/27/97
PL03XC051V 02/28/97
PL03XC058V 02/14/97
PL03XC059V 02/26/97
<PAGE>
PL03XC068V 02/12/97
PL03XC069V 02/21/97
PL03XC071V 02/26/97
PL03XC072V 02/10/97
PL03XC074V 02/19/97
PL03XC075V 02/27/97
PL03XC076V 01/16/97
PL03XC078V 02/28/97
PL03XC079V 02/27/97
PL03XC080V 12/31/96
PL03XC081V 01/29/97
PL03XC082V 02/15/97
PL03XC084V 02/28/97
PL03XC085V 02/28/97
PL03XC086V 03/04/97
PL03XC090V 02/21/97
PL03XC099V 02/28/97
PL03XC101V 02/24/97
PL03XC108V 02/06/97
PL03XC120V 03/14/97
PL03XC121V 02/18/97
PL03XC122V 02/11/97
PL03XC123V 02/11/97
PL03XC124V 12/11/96
PL03XC125V 03/03/97
PL03XC127V 02/22/97
PL03XC128V 03/01/97
PL03XC129V 12/13/96
PL03XC131V 12/27/96
PL03XC132V 02/28/97
PL03XC133V 12/17/96
PL03XC135V 02/27/97
PL03XC136V 02/19/97
PL03XC137V 02/20/97
PL03XC138V 12/30/96
PL03XC140V 03/05/97
PL03XC144V 02/10/97
PL03XC148V 02/28/97
PL03XC149V 02/26/97
PL03XC150V 02/28/97
PL03XC151V 12/02/96
PL03XC152V 02/26/97
PL03XC153V 02/27/97
<PAGE>
PL03XC154V 01/30/97
PL03XC157V 12/23/96
PL03XC159V 01/15/97
PL03XC160V 12/17/96
PL03XC162V 02/28/97
PL03XC163V 02/06/97
PL03XC165V 02/28/97
PL03XC168V 01/30/97
PL03XC170V 02/24/97
PL03XC171V 02/13/97
PL03XC179V 02/24/97
PL03XC183V 03/14/97
PL03XC196V 02/14/97
PL03XC197V 11/22/96
PL03XC198V 01/09/97
PL03XC200V 02/13/97
PL03XC029V 05/14/97
PL03XC203V 02/20/97
PL03XC207V 03/07/97
PL03XC209V 05/20/96
PL03XC219V 02/05/97
PL03XC223V 03/04/97
PL03XC224V 03/20/97
PL03XC225V 01/31/97
PL03XC226V 02/03/97
PL03XC229V 02/04/97
PL03XC232V 03/06/97
PL03XC234V 03/06/97
PL03XC236V 02/26/97
PL03XC237V 03/14/97
PL03XC239V 02/26/97
PL03XC247V 12/19/96
PL03XC248V 02/13/97
PL03XC250V 01/19/97
PL03XC251V 02/28/97
PL03XC258V 02/27/97
PL03XC259V 02/21/97
PL03XC263V 02/25/97
PL03XC024V 04/15/97
PL03XC027V 03/13/97
PL03XC043V 09/02/97
PL03XC044V 10/23/97
PL03XC052V 10/24/97
<PAGE>
PL03XC055V 05/14/97
PL03XC057V 05/14/97
PL03XC064V 09/18/97
PL03XC066V 03/31/97
PL03XC077V 03/20/97
PL03XC083V 03/14/97
PL03XC093V 05/08/97
PL03XC096V 10/28/97
PL03XC097V 10/28/97
PL03XC100V 09/30/97
PL03XC105V 06/25/97
PL03XC107V 10/22/97
PL03XC113V 03/21/97
PL03XC114V 12/26/97
PL03XC116V 04/21/97
PL03XC134V 10/22/97
PL03XC141V 04/17/97
PL03XC142V 06/20/97
PL03XC143V 06/20/97
PL03XC145V 12/15/97
PL03XC146V 06/16/97
PL03XC155V 09/02/97
PL03XC156V 07/01/97
PL03XC158V 03/26/97
PL03XC161V 06/27/97
PL03XC164V 11/25/97
PL03XC166V 03/26/97
PL03XC167V 10/23/97
PL03XC172V 06/03/97
PL03XC173V 05/28/97
PL03XC174V 10/13/97
PL03XC175V 03/21/97
PL03XC176V 06/20/97
PL03XC177V 09/30/97
PL03XC182V 08/25/97
PL03XC187V 10/24/97
PL03XC202V 09/25/97
PL03XC205V 04/15/97
PL03XC206V 11/20/97
PL03XC214V 07/16/97
PL03XC215V 08/06/97
PL03XC216V 12/05/97
PL03XC227V 03/21/97
<PAGE>
PL03XC230V 04/10/97
PL03XC233V 10/24/97
PL03XC243V 09/16/97
PL03XC244V 05/20/97
PL03XC245V 05/20/97
PL03XC246V 07/08/97
PL03XC249V 09/22/97
PL03XC252V 12/23/97
PL03XC253V 06/20/97
PL03XC255V 05/17/97
PL03XC256V 11/21/97
PL03XC265V 12/15/97
PL01XC094V 01/09/98
PL01XC102V 12/26/97
PL01XC192V 01/09/98
PL01XC268V 01/05/98
PL01XC270V 12/12/98
---------------------------------------------------------------------------------------------------
186
Phoenix PH03XC001V 02/08/97
PH03XC002V 01/13/97
PH03XC003V 03/03/97
PH03XC004V 04/25/97
PH03XC005V 03/06/97
PH03XC007V 03/10/97
PH03XC008V 04/10/97
PH03XC012V 04/14/97
PH03XC013V 03/10/97
PH03XC014V 01/10/97
PH03XC015V 01/04/97
PH03XC037V 04/17/97
PH03XC038V 03/11/97
PH03XC039V 04/08/97
PH03XC040V 03/07/97
PH03XC041V 05/02/97
PH03XC042V 04/11/97
PH03XC045V 03/24/97
PH03XC046V 04/09/97
PH03XC047V 04/29/97
PH03XC048V 04/28/97
PH03XC051V 04/28/97
PH03XC049V 04/10/97
PH03XC050V 04/21/97
<PAGE>
PH03XC052V 05/28/97
PH03XC053V 04/16/97
PH03XC054V 04/22/97
PH03XC055V 03/27/97
PH03XC056V 04/15/97
PH03XC060V 03/24/97
PH03XC061V 04/29/97
PH03XC062V 05/06/97
PH03XC063V 04/22/97
PH03XC078V 03/27/97
PH03XC079V 03/25/97
PH03XC080V 03/06/97
PH03XC081V 03/04/97
PH03XC082V 04/18/97
PH03XC083V 05/01/97
PH03XC084V 05/01/97
PH03XC085V 04/17/97
PH03XC086V 03/04/97
PH03XC087V 03/01/97
PH03XC091V 04/23/97
PH03XC092V 03/10/97
PH03XC093V 04/18/97
PH03XC094V 05/02/97
PH03XC095V 04/22/97
PH03XC096V 04/02/97
PH03XC097V 04/07/97
PH03XC098V 03/07/97
PH03XC099V 04/23/97
PH03XC100V 04/04/97
PH03XC101V 04/10/97
PH03XC102V 04/28/97
PH03XC103V 03/20/97
PH03XC179V 05/23/97
PH03XC104V 03/26/97
PH03XC106V 12/12/96
PH03XC107V 04/09/97
PH03XC108V 04/14/97
PH03XC109V 04/07/97
PH03XC111V 04/09/97
PH03XC112V 04/10/97
PH03XC114V 02/27/97
PH03XC115V 04/29/97
PH03XC120V 02/27/97
<PAGE>
PH03XC121V 03/27/97
PH03XC122V 03/25/97
PH03XC123V 03/04/97
PH03XC126V 02/26/97
PH03XC127V 04/01/97
PH03XC129V 04/11/97
PH03XC130V 05/22/97
PH03XC131V 04/26/97
PH03XC132V 04/10/97
PH03XC133V 05/23/97
PH03XC135V 04/26/97
PH03XC136V 04/03/97
PH03XC137V 04/11/97
PH03XC138V 04/10/97
PH03XC139V 02/26/97
PH03XC141V 04/14/97
PH03XC142V 05/02/97
PH03XC143V 03/14/97
PH03XC144V 02/24/97
PH03XC145V 04/04/97
PH03XC146V 05/02/97
PH03XC147V 02/24/97
PH03XC148V 04/17/97
PH03XC149V 04/15/97
PH03XC150V 05/01/97
PH03XC151V 04/14/97
PH03XC152V 04/15/97
PH03XC153V 02/24/97
PH03XC156V 04/18/97
PH03XC159V 05/02/97
PH03XC160V 04/24/97
PH03XC161V 03/26/97
PH03XC166V 04/30/97
PH03XC168V 04/10/97
PH03XC169V 04/29/97
PH03XC170V 04/29/97
PH03XC171V 04/26/97
PH03XC172V 02/25/97
PH03XC173V 04/25/97
PH03XC174V 04/17/97
PH03XC177V 05/01/97
PH03XC182V 06/06/97
PH03XC184V 04/29/97
<PAGE>
PH03XC193V 04/26/97
PH03XC194V 02/01/97
PH03XC200V 04/22/97
PH03XC201V 02/15/97
PH03XC236V 04/28/97
PH03XC245V 04/22/97
PH03XC246V 05/01/97
PH03XC057V 09/24/97
PH03XC090V 10/23/97
PH03XC105V 07/18/97
PH03XC125V 10/28/97
PH03XC165V 10/23/97
PH03XC175V 10/23/97
PH03XC178V 10/24/97
PH03XC181V 11/04/97
PH03XC186V 10/27/97
PH03XC235V 10/28/97
PH03XC242V 11/01/97
PH03XC247V 12/19/97
PH03XC248V 11/24/97
PH03XC249V 12/19/97
PH03XC250V 09/19/97
PH03XC252V 10/23/97
---------------------------------------------------------------------------------------------------
133
Pittsburgh PT03XC002V 09/12/96
PT03XC003V 11/08/96
PT03XC008V 12/05/96
PT03XC009V 11/19/96
PT03XC012V 11/07/96
PT03XC013V 11/04/96
PT03XC014V 11/22/96
PT03XC015V 11/22/96
PT03XC016V 11/29/96
PT03XC017V 11/22/96
PT03XC018V 11/26/96
PT03XC019V 11/20/96
PT03XC020V 08/29/96
PT03XC023V 09/12/96
PT03XC024V 11/06/96
PT03XC025V 10/18/96
PT03XC026V 11/07/96
PT03XC027V 11/16/96
<PAGE>
PT03XC031V 10/31/96
PT03XC028V 11/20/96
PT03XC029V 09/13/96
PT03XC034V 11/19/96
PT03XC037V 11/30/96
PT03XC038V 11/04/96
PT03XC041V 10/29/96
PT03XC043V 06/26/96
PT03XC044V 11/08/96
PT03XC045V 12/07/96
PT03XC046V 11/06/96
PT03XC048V 10/31/96
PT03XC053V 11/12/96
PT03XC055V 11/16/96
PT03XC056V 11/09/96
PT03XC058V 10/16/96
PT03XC061V 11/06/96
PT03XC062V 12/04/96
PT03XC063V 12/02/96
PT03XC064V 11/13/96
PT03XC065V 12/16/96
PT03XC066V 11/18/96
PT03XC067V 11/20/96
PT03XC072V 09/11/96
PT03XC101V 11/21/96
PT03XC102V 11/12/96
PT03XC104V 07/11/96
PT03XC105V 10/15/96
PT03XC107V 09/11/96
PT03XC109V 11/30/96
PT03XC110V 11/14/96
PT03XC113V 12/13/96
PT03XC114V 12/05/96
PT03XC115V 11/14/96
PT03XC117V 11/06/96
PT03XC118V 11/25/96
PT03XC122V 10/16/96
PT03XC124V 09/12/96
PT03XC126V 10/15/96
PT03XC128V 11/26/96
PT03XC130V 10/10/96
PT03XC131V 10/29/96
PT03XC132V 10/15/96
<PAGE>
PT03XC133V 11/25/96
PT03XC136V 10/14/96
PT03XC142V 10/14/96
PT03XC143V 12/09/96
PT03XC144V 10/18/96
PT03XC145V 09/12/96
PT03XC147V 11/21/96
PT03XC149V 11/07/96
PT03XC150V 11/22/96
PT03XC152V 12/13/96
PT03XC155V 10/18/96
PT03XC157V 12/05/96
PT03XC162V 11/13/96
PT03XC163V 11/30/96
PT03XC202V 10/29/96
PT03XC203V 11/14/96
PT03XC204V 11/23/96
PT03XC205V 11/09/96
PT03XC206V 11/29/96
PT03XC207V 12/02/96
PT03XC208V 11/14/96
PT03XC209V 11/30/96
PT03XC212V 12/06/96
PT03XC213V 12/04/96
PT03XC214V 11/20/96
PT03XC215V 10/23/96
PT03XC216V 11/25/96
PT03XC217V 11/21/96
PT03XC218V 11/25/96
PT03XC219V 09/13/96
PT03XC220V 11/04/96
PT03XC221V 10/14/96
PT03XC222V 11/08/96
PT03XC224V 11/14/96
PT03XC225V 11/23/96
PT03XC226V 10/15/96
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PT03XC228V 11/06/96
PT03XC229V 11/08/96
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PT03XC240V 08/29/96
PT03XC241V 11/15/96
PT03XC242V 12/03/96
PT03XC243V 11/27/96
PT03XC244V 12/04/96
PT03XC245V 11/23/96
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PT03XC250V 10/17/96
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PT03XC252V 10/22/96
PT03XC256V 11/30/96
PT03XC257V 10/14/96
PT03XC261V 09/13/96
PT03XC262V 11/21/96
PT03XC264V 10/16/96
PT03XC265V 12/09/96
PT03XC270V 11/21/96
PT03XC271V 10/16/96
PT03XC408V 11/19/96
PT03XC409V 12/11/96
PT03XC001V 04/03/97
PT03XC011V 07/22/97
PT03XC030V 08/15/97
PT03XC033V 01/31/97
PT03XC040V 08/14/97
PT03XC051V 10/23/97
PT03XC057V 01/31/97
PT03XC069V 09/10/97
PT03XC070V 03/24/97
PT03XC071V 12/23/96
PT03XC073V 12/16/96
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PT03XC120V 09/18/97
PT03XC125V 01/31/97
PT03XC129V 10/29/96
PT03XC135V 06/17/97
PT03XC138V 06/18/97
PT03XC141V 12/13/96
PT03XC146V 01/31/97
PT03XC148V 01/07/97
PT03XC153V 12/17/96
PT03XC158V 05/02/97
PT03XC159V 04/08/97
PT03XC160V 12/23/96
PT03XC161V 12/11/96
PT03XC164V 02/07/97
PT03XC165V 06/16/97
PT03XC167V 07/18/97
PT03XC211V 06/19/97
PT03XC223V 05/23/97
PT03XC254V 04/11/97
PT03XC255V 08/14/97
PT03XC263V 01/31/97
PT03XC266V 01/21/97
PT03XC267V 01/31/97
PT03XC268V 11/21/96
PT03XC275V 01/07/98
PT03XC276V 07/30/97
PT03XC278V 04/21/97
PT03XC401V 08/07/97
PT03XC402V 09/15/97
PT03XC403V 07/17/97
PT03XC404V 03/07/97
PT03XC405V 07/31/97
PT03XC406V 07/08/97
PT03XC407V 07/16/97
PT13XC103v 06/16/97
PT13XC170v 08/01/97
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183
Portland PO03XC001V 08/23/96
PO03XC002V 08/29/96
PO03XC003V 08/17/96
PO03XC004V 08/17/96
PO03XC005V 08/17/96
<PAGE>
PO03XC006V 06/14/96
PO03XC007V 10/19/96
PO03XC008V 11/06/96
PO03XC010V 09/16/96
PO03XC011V 09/11/96
PO03XC014V 08/24/96
PO03XC015V 11/12/96
PO03XC016V 11/06/96
PO03XC017V 10/23/96
PO03XC018V 11/06/96
PO03XC019V 10/17/96
PO03XC020V 11/08/96
PO03XC021V 10/22/96
PO03XC022V 10/07/96
PO03XC023V 09/04/96
PO03XC026V 09/13/96
PO03XC027V 09/16/96
PO03XC028V 10/18/96
PO03XC029V 09/04/96
PO03XC030V 10/23/96
PO03XC031V 09/03/96
PO03XC032V 09/03/96
PO03XC033V 10/17/96
PO03XC034V 10/16/96
PO03XC035V 10/01/96
PO03XC036V 10/26/96
PO03XC037V 11/06/96
PO03XC038V 10/21/96
PO03XC039V 09/25/96
PO03XC040V 10/26/96
PO03XC041V 09/13/96
PO03XC042V 10/03/96
PO03XC043V 10/10/96
PO03XC044V 11/06/96
PO03XC046V 10/29/96
PO03XC047V 09/18/96
PO03XC048V 08/28/96
PO03XC049V 11/06/96
PO03XC050V 09/12/96
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PO03XC060V 11/29/96
PO03XC061V 10/09/96
PO03XC062V 11/25/96
PO03XC063V 10/22/96
PO03XC064V 11/13/96
PO03XC065V 10/29/96
PO03XC066V 11/13/96
PO03XC067V 11/05/96
PO03XC068V 11/18/96
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PO03XC070V 11/13/96
PO03XC071V 09/26/96
PO03XC072V 08/28/96
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PO03XC115V 10/31/96
PO03XC116V 10/23/96
PO03XC118V 08/28/96
PO03XC119V 11/18/96
PO03XC120V 11/14/96
PO03XC122V 09/11/96
PO03XC123V 10/10/96
PO03XC124V 10/24/96
PO03XC125V 11/11/96
PO03XC126V 10/24/96
PO03XC128V 11/14/96
PO03XC129V 10/24/96
PO03XC130V 10/16/96
PO03XC132V 10/18/96
PO03XC139V 09/30/96
PO03XC012V 03/18/97
PO03XC013V 12/02/96
PO03XC045V 12/16/96
PO03XC103V 10/30/96
PO03XC108V 10/30/96
PO03XC112V 02/05/97
PO03XC117V 12/07/96
PO03XC127V 12/16/96
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PO03XC085V 07/09/97
PO03XC143V 11/13/97
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PO03XC203V 08/14/97
PO03XC204V 11/20/97
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PO03XC208V 08/25/97
PO03XC211V 09/17/97
PO03XC213V 08/20/97
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PO03XC220V 09/18/97
PO03XCCOWV 06/24/97
PO03XCTOYV 10/10/97
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137
Rochester BU04XC001V 11/22/96
BU04XC002V 11/13/96
BU04XC003V 12/11/96
BU04XC005V 10/16/96
BU04XC006V 12/18/96
BU04XC008V 01/07/97
BU04XC010V 12/20/96
BU04XC014V 12/18/96
BU04XC018V 01/29/97
BU04XC019V 12/18/96
BU04XC020V 02/03/97
BU04XC021V 11/13/96
BU04XC023V 12/04/96
BU04XC024V 01/06/97
BU04XC029V 12/06/96
BU04XC030V 12/11/96
BU04XC032V 11/22/96
BU04XC041V 11/13/96
BU04XC042V 01/07/97
BU04XC043V 01/08/97
BU04XC045V 06/30/96
BU04XC052V 12/18/96
BU04XC056V 12/11/96
BU04XC058V 12/13/96
BU04XC065V 01/08/97
BU04XC066V 12/13/96
BU04XC067V 01/06/97
BU04XC074V 01/07/97
BU04XC077V 12/04/96
BU04XC078V 12/06/96
BU04XC079V 12/20/96
BU04XC081V 01/06/97
BU04XC085V 01/06/97
BU04XC088V 12/13/96
BU04XC093V 01/08/97
BU04XC098V 12/04/96
BU04XC099V 02/03/97
BU04XC100V 01/29/97
BU04XC101V 01/08/97
<PAGE>
BU04XC102V 12/13/96
BU04XC104V 12/04/96
BU04XC114V 12/18/96
BU04XC115V 12/11/96
BU04XC116V 12/16/96
BU04XC119V 12/04/96
BU04XC120V 12/20/96
BU04XC121V 01/07/97
BU04XC004V 07/25/97
BU04XC007V 05/15/97
BU04XC011V 02/28/97
BU04XC013V 06/09/97
BU04XC015V 05/23/97
BU04XC016V 12/10/97
BU04XC017V 06/20/97
BU04XC022V 09/24/97
BU04XC026V 09/24/97
BU04XC027V 08/21/97
BU04XC031V 10/28/97
BU04XC033V 12/19/97
BU04XC035V 06/20/97
BU04XC036V 06/20/97
BU04XC037V 07/25/97
BU04XC038V 08/08/97
BU04XC040V 07/08/97
BU04XC044V 06/18/97
BU04XC047V 10/28/97
BU04XC048V 07/25/97
BU04XC049V 07/18/97
BU04XC050V 08/21/97
BU04XC051V 06/18/97
BU04XC054V 08/21/97
BU04XC055V 10/28/97
BU04XC062V 08/21/97
BU04XC063V 07/25/97
BU04XC064V 03/21/97
BU04XC068V 04/18/97
BU04XC069V 06/18/97
BU04XC071V 08/08/97
BU04XC072V 10/28/97
BU04XC073V 05/23/97
BU04XC076V 02/28/97
BU04XC080V 03/21/97
<PAGE>
BU04XC083V 04/11/97
BU04XC084V 05/23/97
BU04XC086V 03/27/97
BU04XC087V 03/20/97
BU04XC089V 11/04/97
BU04XC090V 04/23/97
BU04XC091V 08/28/97
BU04XC094V 08/28/97
BU04XC096V 04/23/97
BU04XC097V 08/28/97
BU04XC106V 12/19/97
BU04XC107V 02/28/97
BU04XC109V 08/13/97
BU04XC110V 05/15/97
BU04XC111V 09/24/97
BU04XC112V 08/22/97
BU04XC113V 08/21/97
BU04XC117V 09/24/97
BU04XC118V 08/08/97
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101
Sacramento FN04XC002 01/13/97
FN04XC003 01/13/97
FN04XC005 04/08/97
FN04XC006 03/13/97
FN04XC008 01/17/97
FN04XC009 01/15/97
FN04XC010 03/06/97
FN04XC011 02/03/97
FN04XC013 01/23/97
FN04XC016 02/22/97
FN04XC017 03/07/97
FN04XC020 02/27/97
FN04XC021 02/18/97
FN04XC022 02/28/97
FN04XC023 03/12/97
FN04XC024 01/09/97
FN04XC025 02/27/97
FN04XC026 03/07/97
FN04XC027 03/01/97
FN04XC028 04/08/97
FN04XC029 01/09/97
FN04XC030 03/14/97
<PAGE>
FN04XC031 03/07/97
FN04XC032 02/08/97
FN04XC034 02/04/97
FN04XC035 02/28/97
FN04XC036 02/12/97
FN04XC037 02/11/97
FN04XC039 01/15/97
FN04XC041 01/21/97
FN04XC043 03/13/97
FN04XC044 02/27/97
FN04XC048 01/14/97
FN04XC055 01/21/97
FN04XC057 04/08/97
FN04XC058 02/28/97
FN04XC062 04/08/97
FN04XC079 03/06/97
FN04XC081 03/21/97
FN04XC085 03/11/97
FN04XC088 02/05/97
FN04XC102 04/11/97
FN04XC107 04/11/97
FN04XC110 01/16/97
FN04XC113 03/07/97
FN04XC114 01/20/97
FN04XC115 12/18/96
FN04XC116 01/20/97
FN04XC120 01/16/97
FN04XC224 01/22/97
FN04XC233 03/10/97
FN04XC001 08/08/97
FN04XC007 05/16/97
FN04XC012 02/03/97
FN04XC015 08/22/97
FN04XC018 04/16/97
FN04XC019 06/30/97
FN04XC038 04/24/97
FN04XC040 08/18/97
FN04XC042 07/15/97
FN04XC052 12/16/97
FN04XC049 04/10/97
FN04XC050 06/25/97
FN04XC051 04/15/97
FN04XC053 04/10/97
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FN04XC054 05/16/97
FN04XC061 10/24/97
FN04XC063 04/01/97
FN04XC064 03/06/97
FN04XC071 04/24/97
FN04XC075 05/20/97
FN04XC080 02/05/97
FN04XC082 02/19/97
FN04XC084 05/16/97
FN04XC089 07/15/97
FN04XC101 05/30/97
FN04XC103 04/10/97
FN04XC104 06/07/97
FN04XC105 09/04/97
FN04XC108 07/25/97
FN04XC109 07/25/97
FN04XC112 06/25/97
FN04XC117 12/01/97
FN04XC118 04/22/97
FN04XC121 05/30/97
FN04XC122 05/02/97
FN04XC225 07/03/97
---------------------------------------------------------------------------------------------------
87
Salt Lake City SL03XC102V 10/31/96
SL03XC104V 10/21/96
SL03XC106V 10/21/96
SL03XC108V 11/12/96
SL03XC110V 11/13/96
SL03XC112V 12/02/96
SL03XC114V 11/12/96
SL03XC118V 10/09/96
SL03XC120V 10/23/96
SL03XC122V 11/13/96
SL03XC124V 11/13/96
SL03XC126V 11/05/96
SL03XC128V 11/08/96
SL03XC130V 11/12/96
SL03XC132V 12/11/96
SL03XC134V 09/11/96
SL03XC136V 11/13/96
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SL03XC144V 09/05/96
SL03XC146V 10/16/96
SL03XC148V 11/05/96
SL03XC150V 11/15/96
SL03XC152V 11/14/96
SL03XC154V 11/12/96
SL03XC158V 10/31/96
SL03XC162V 11/13/96
SL03XC164V 11/12/96
SL03XC166V 11/20/96
SL03XC168V 10/28/96
SL03XC170V 11/04/96
SL03XC174V 11/05/96
SL03XC178V 11/12/96
SL03XC182V 11/08/96
SL03XC184V 11/11/96
SL03XC188V 11/08/96
SL03XC192V 11/11/96
SL03XC204V 11/11/96
SL03XC206V 09/13/96
SL03XC208V 10/04/96
SL03XC210V 11/15/96
SL03XC212V 11/06/96
SL03XC214V 12/05/96
SL03XC216V 09/20/96
SL03XC218V 10/04/96
SL03XC220V 10/22/96
SL03XC222V 11/14/96
SL03XC224V 12/12/96
SL03XC228V 11/06/96
SL03XC230V 11/13/96
SL03XC232V 11/02/96
SL03XC234V 09/13/96
SL03XC236V 10/29/96
SL03XC238V 12/12/96
SL03XC242V 10/29/96
SL03XC244V 07/01/96
SL03XC246V 10/29/96
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SL03XC274V 12/04/96
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SL03XC284V 10/14/96
SL03XC286V 11/22/96
SL03XC292V 10/24/96
SL03XC294V 11/22/96
SL03XC304V 12/02/96
SL03XC306V 11/26/96
SL03XC310V 11/14/96
SL03XC312V 12/02/96
SL03XC314V 11/26/96
SL03XC402V 12/06/96
SL03XC404V 09/12/96
SL03XC406V 11/01/96
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SL03XC438V 11/22/96
SL03XC440V 10/15/96
SL03XC442V 11/22/96
SL03XC444V 10/02/96
SL03XC446V 10/03/96
SL03XC448V 10/02/96
SL03XC450V 10/15/96
SL03XC452V 10/15/96
SL03XC454V 09/12/96
SL03XC456V 11/04/96
SL03XC458V 11/04/96
SL03XC010V 03/07/97
SL03XC138V 06/30/97
SL03XC156V 05/12/97
SL03XC160V 07/22/97
SL03XC172V 05/15/97
<PAGE>
SL03XC176V 03/12/97
SL03XC180V 07/22/97
SL03XC186V 03/04/97
SL03XC190V 09/22/97
SL03XC194V 08/22/97
SL03XC202V 06/06/97
SL03XC240V 04/24/97
SL03XC252V 03/10/97
SL03XC254V 03/07/97
SL03XC256V 12/14/96
SL03XC262V 05/27/97
SL03XC268V 04/22/97
SL03XC276V 06/26/97
SL03XC278V 04/24/97
SL03XC288V 06/16/97
SL03XC290V 12/06/96
SL03XC296V 01/30/97
SL03XC298V 07/21/97
SL03XC300V 06/24/97
SL03XC302V 07/23/97
SL03XC308V 08/22/97
SL03XC408V 02/13/97
SL03XC414V 02/03/97
SL03XC418V 02/10/97
SL03XC434V 09/08/97
SL0XC574V 11/19/97
SL0XC605V 12/16/97
SL0XC609V 12/17/97
SL0XC610V 12/17/97
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134
San Francisco N FN03XC001 07/29/97
FN03XC002 01/28/97
FN03XC003 02/11/97
FN03XC004 02/20/97
FN03XC005 01/23/97
FN03XC006 01/08/97
FN03XC007 01/23/97
FN03XC008 02/11/97
FN03XC009 01/23/97
FN03XC010 04/18/97
FN03XC011 05/12/97
FN03XC012 01/08/97
<PAGE>
FN03XC013 12/09/96
FN03XC015 01/24/97
FN03XC016 04/25/97
FN03XC017 12/09/96
FN03XC018 01/08/97
FN03XC019 01/23/97
FN03XC021 07/16/97
FN03XC022 05/27/97
FN03XC023 05/12/97
FN03XC024 07/18/97
FN03XC025 06/10/97
FN03XC026 03/19/97
FN03XC027 02/24/97
FN03XC028 07/01/96
FN03XC030 06/26/97
FN03XC032 03/05/97
FN03XC033 06/25/97
FN03XC034 01/14/97
FN03XC039 02/06/97
FN03XC043 08/07/97
FN03XC045 01/28/97
FN03XC047 06/12/97
FN03XC048 08/07/97
FN03XC049 12/09/96
FN03XC050 06/23/97
FN03XC051 07/17/97
FN03XC052 05/08/97
FN03XC053 07/18/97
FN03XC054 07/18/97
FN03XC056 01/28/97
FN03XC057 04/11/97
FN03XC058 03/19/97
FN03XC059 01/23/97
FN03XC060 01/08/97
FN03XC062 08/05/97
FN03XC063 03/05/97
FN03XC064 05/12/97
FN03XC065 06/10/97
FN03XC066 07/18/97
FN03XC068 12/09/96
FN03XC069 01/23/97
FN03XC070 02/06/97
FN03XC072 03/19/97
<PAGE>
FN03XC073 05/08/97
FN03XC077 02/20/97
FN03XC078 02/18/97
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San Francisco S FS04XC000 04/28/97
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Spokane SP03XC001V 09/04/96
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39
Syracuse AL04XC001V 10/09/96
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46
Toledo DE03XC180V 03/17/97
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DE04XC017V 02/13/97
DE04XC018V 02/20/97
DE04XC019V 03/14/97
DE04XC020V 03/06/97
DE04XC021V 02/24/97
DE04XC022V 02/11/97
DE04XC023V 12/26/96
DE04XC024V 03/09/97
DE04XC025V 02/24/97
DE04XC026V 03/15/97
<PAGE>
DE03XC253V 07/08/97
DE03XC256V 07/18/97
DE03XC259V 10/21/97
DE04XC009V 09/12/97
DE04XC014V 04/03/97
---------------------------------------------------------------------------------------------------
35
Tucson PH04XC009V 02/19/97
PH04XC010V 12/07/96
PH04XC011V 11/14/96
PH04XC017V 12/03/96
PH04XC018V 11/25/96
PH04XC019V 02/04/97
PH04XC020V 02/04/97
PH04XC021V 12/04/96
PH04XC022V 02/12/97
PH04XC023V 01/09/97
PH04XC024V 03/14/97
PH04XC026V 03/14/97
PH04XC028V 02/21/97
PH04XC029V 12/17/96
PH04XC030V 04/08/97
PH04XC031V 02/21/97
PH04XC032V 03/19/97
PH04XC033V 02/19/97
PH04XC067V 03/18/97
PH04XC069V 12/17/96
PH04XC070V 02/20/97
PH04XC071V 02/04/97
PH04XC073V 01/09/97
PH04XC074V 02/21/97
PH04XC075V 04/08/97
PH04XC217V 02/22/97
PH04XC218V 02/25/97
PH04XC219V 07/18/97
PH03XC076V 05/30/97
PH03XC077V 06/02/97
PH03XC241V 09/17/97
PH04XC025V 05/12/97
PH04XC027V 08/08/97
PH04XC034V 10/29/97
PH04XC036V 04/04/97
PH04XC208V 12/17/97
<PAGE>
PH04XC211V 03/14/97
PH04XC215V 06/19/97
PH04XC221V 06/19/97
PH04XC222V 11/14/97
PH04XC223V*2 12/18/97
PH04XC227V 04/10/97
PH04XC229V 06/02/97
PH04XC237V 06/12/97
PH04XC238V 07/24/97
PH04XC239V 09/30/97
PH04XC251V 12/17/97
PH04XC253V 11/14/97
PH04XC223V*1 12/18/97
---------------------------------------------------------------------------------------------------
49
Westchester NY06XC404V 09/27/97
NY06XC405V 10/08/97
NY06XC408V 08/28/97
NY06XC411V 08/07/97
NY06XC412V 04/22/97
NY06XC413V 08/07/97
NY06XC414V 06/19/97
NY06XC422V 09/15/97
NY06XC427V 06/19/97
NY06XC429V 08/28/97
NY06XC430V 09/06/97
NY06XC431V 06/19/97
NY06XC432V 09/06/97
NY06XC435V 09/11/97
NY06XC437V 09/06/97
NY06XC443V 08/28/97
NY06XC445V 09/06/97
NY06XC449V 08/28/97
NY06XC463V 09/11/97
NY06XC469V 09/06/97
NY06XC471V 09/06/97
NY06XC403V 10/02/97
NY06XC417V 11/04/97
NY06XC442V 12/31/97
NY06XC470V 10/16/97
NY06XC472V 09/27/97
NY06XC477V 10/24/97
NY06XC479V 12/10/97
---------------------------------------------------------------------------------------------------
Tucson Subtotal 28
----------------------------------------------------------
--------------------
Grand Total 2939
--------------------
<PAGE>
- ---------------------------------------------------------------------------------------------------------------------
SYSTEM SITEID SITENAME BOLTDOWN
- ---------------------------------------------------------------------------------------------------------------------
APC - Hanover CBC001 8/21/97
CBC002 8/8/97
CBC003 9/23/97
CBC004 9/5/97
CBC005 9/3/97
CBC006 10/18/97
CBC007 10/18/97
CBC008 10/2/97
CBC009 9/4/97
CBC010 10/12/97
CBC011 9/13/97
CBC013 9/3/97
CBC016 11/13/97
CBC018 9/5/97
CBC019 9/29/97
CBC020 9/4/97
CBC021 9/5/97
CBC022 9/18/97
CBC023 9/5/97
CBC024 8/21/97
CBC025 10/24/97
CBC026 8/21/97
CBC027 9/29/97
CBC028 8/26/97
CBC029 10/6/97
CBC030 10/31/97
CBC032 9/19/97
CBC033 8/22/97
CBC034 10/6/97
CBC035 8/25/97
CBC036 12/5/97
CBC037 11/17/97
CBC038 8/21/97
CBC046 8/22/97
CBC050 10/2/97
CBC051 9/4/97
CBN002 11/25/97
CBN003 11/13/97
CBN004 8/22/97
CBN006 9/26/97
CBN007 9/25/97
CBN008 8/22/97
<PAGE>
CBN010 9/19/97
CBN012 9/19/97
CBN014 9/29/97
CBN015 9/26/97
CBN016 9/12/97
CBN017 8/25/97
CBN019 10/2/97
CBN020 9/18/97
CBN021 10/27/97
CBN023 11/13/97
CBN024 8/22/97
CBN025 12/3/97
CBN026 9/16/97
CBN027 8/21/97
CBN028 12/5/97
CBN029 8/21/97
CBN031 9/12/97
CBN032 9/11/97
CBN033 8/21/97
CBN034 9/12/97
CBN036 9/4/97
CBN037 9/19/97
CBN038 10/8/97
CBN039 9/8/97
CBN040 10/1/97
CBN041 10/6/97
CBN042 9/19/97
CBN046 10/2/97
CBN048 9/26/97
CBN051 11/7/97
CBN054 9/8/97
CBN058 10/16/97
CBN063 8/14/97
CBN064 9/19/97
CBN065 9/12/97
CBN066 10/24/97
CBN067 9/22/97
CBN068 9/12/97
CBN069 9/29/97
CBN070 9/11/97
CBN071 9/22/97
CBN072 12/5/97
CBN073 10/1/97
<PAGE>
CBN074 9/22/97
CBN076 9/26/97
CBN077 9/24/97
CBN079 9/10/97
CBN081 9/12/97
CBN082 9/11/97
CBN090 10/14/97
CBN091 9/17/97
CBN101 9/12/97
CBN103 9/12/97
CBN107 11/17/97
CBN123 9/18/97
CBN124 8/14/97
CBN125 9/11/97
CBN128 10/14/97
CBN129 11/14/97
CBS001 9/25/97
CBS002 10/13/97
CBS003 9/10/97
CBS004 9/15/97
CBS005 9/15/97
CBS009 9/17/97
CBS011 9/19/97
CBS012 8/15/97
CBS013 9/15/97
CBS014 9/17/97
CBS015 8/14/97
CBS016 9/15/97
CBS017 9/17/97
CBS018 10/20/97
CBS021 10/15/97
CBS022 9/18/97
CBS023 10/15/97
CBS024 8/14/97
CBS025 8/14/97
CBS033 8/14/97
CBS034 9/11/97
CBS038 9/15/97
CBS040 9/11/97
CBS041 10/16/97
CBS065 10/16/97
CBS066 9/17/97
127
<PAGE>
APC - Beltsville 1 CBN011 8/22/97
CBN013 8/22/97
CBN043 10/14/97
CBN080 10/27/97
CBN131 9/15/97
CBS006 10/15/97
CBS007 9/17/97
CDC027 9/3/97
CDC032 8/15/97
CWN001 11/5/97
CWN002 8/19/97
CWN003 9/22/97
CWN005 9/22/97
CWN007 12/16/96
CWN008 9/22/97
CWN009 10/3/97
CWN010 8/19/97
CWN011 9/22/97
CWN012 10/13/97
CWN014 8/19/97
CWN015 11/23/96
CWN016 2/21/97
CWN018 12/3/97
CWN019 10/27/97
CWN020 8/15/97
CWN021 1/30/97
CWN023 11/6/97
CWN024 11/18/97
CWN027 10/17/97
CWN029 8/16/97
CWN030 11/18/97
CWN031 8/15/97
CWN033 10/2/97
CWN034 2/27/97
CWN035 10/13/97
CWN036 2/21/97
CWN038 10/2/97
CWN039 10/31/97
CWN040 10/10/97
CWN041 11/26/97
CWN042 10/10/97
CWN043 10/21/97
CWN044 7/17/97
<PAGE>
CWN045 8/15/97
CWN047 8/15/97
CWN048 1/23/97
CWN050 9/26/97
CWN053 9/22/97
CWN055 10/28/97
CWN056 9/22/97
CWN057 10/2/97
CWN058 7/31/97
CWN059 10/13/97
CWN061 8/15/97
CWN062 8/15/97
CWN074 10/10/97
CWN077 12/3/97
CWN079 9/23/97
CWN081 10/21/97
CWN082 10/10/97
CWN084 9/23/97
CWN100 12/12/97
CWN108 10/24/97
CWS001 9/23/97
CWS002 10/22/97
CWS003 9/24/97
CWS004 10/22/97
CWS006 9/11/97
CWS007 9/10/97
CWS008 10/17/97
CWS009 8/19/97
CWS010 10/17/97
CWS012 7/17/97
CWS013 10/22/97
CWS014 9/11/97
CWS015 12/3/97
CWS018 10/15/97
CWS019 8/19/97
CWS020 10/15/97
CWS021 9/11/97
CWS022 10/15/97
CWS023 10/31/97
CWS024 10/9/97
CWS026 10/9/97
CWS027 9/10/97
CWS028 9/11/97
<PAGE>
CWS031 9/10/97
CWS034 9/10/97
CWS036 7/17/97
CWS044 10/15/97
CWS048 9/10/97
CWS049 9/11/97
CWS050 10/9/97
CWS051 8/19/97
CWS052 10/20/97
CWS057 10/20/97
CWS058 10/28/97
CWS062 7/17/97
CWS072 10/13/97
CWS083 9/10/97
CWS121 11/15/96
101
APC - Beltsville 2 CDC001 2/27/97
CDC003 3/24/97
CDC002 10/11/97
CDC004 9/12/97
CDC006 9/15/97
CDC007 3/7/97
CDC008 10/21/97
CDC009 12/20/96
CDC011 8/20/97
CDC012 8/25/97
CDC013 3/7/97
CDC014 12/16/96
CDC015 8/20/97
CDC016 9/15/97
CDC017 8/25/97
CDC018 1/15/97
CDC019 8/26/97
CDC020 9/15/97
CDC021 10/4/97
CDC022 8/26/97
CDC024 8/30/97
CDC026 9/15/97
CDC028 10/8/97
CDC029 10/15/97
CDC030 8/26/97
CDC031 8/27/97
CDC034 8/13/97
<PAGE>
CDC035 1/30/97
CDC036 4/5/97
CDC037 12/16/96
CDC038 12/1/97
CDC039 8/27/97
CDC040 8/27/97
CDC041 10/18/97
CDC042 8/27/97
CDC043 10/4/97
CDC044 10/4/97
CDC045 8/14/97
CDC046 8/28/97
CDC047 8/28/97
CDC049 8/28/97
CDC050 8/28/97
CDC057 10/8/97
CDC058 11/13/97
CWC001 10/8/97
CWC002 12/8/97
CWC003 12/14/96
CWC004 8/29/97
CWC006 8/29/97
CWC007 8/20/97
CWC008 8/29/97
CWC009 10/6/97
CWC010 1/23/97
CWC012 8/15/97
CWC013 9/2/97
CWC014 8/15/97
CWC015 9/2/97
CWC016 10/9/97
CWC018 9/12/97
CWC019 10/13/97
CWC020 8/30/97
CWC021 8/18/97
CWC024 10/23/97
CWC026 11/13/97
CWC027 9/2/97
CWC028 11/11/97
CWC030 10/16/97
CWC032 8/26/97
CWC033 10/17/97
CWC034 10/17/97
<PAGE>
CWC035 8/25/97
CWC036 10/10/97
CWC042 12/1/97
CWC044 9/3/97
CWC045 10/13/97
CWC046 8/29/97
CWC047 9/3/97
CWC050 8/22/97
CWC051 10/10/97
CWC052 12/17/97
CWC057 10/10/97
CWC058 8/14/97
CWC059 8/21/97
CWC063 12/8/97
CWC065 8/18/97
CWC066 8/22/97
CWC067 10/14/97
CWC068 10/13/97
CWC070 10/9/97
CWC073 10/17/97
CWC076 9/3/97
CWC077 9/3/97
CWC078 10/9/97
CWC080 10/13/97
CWC082 10/23/97
CWC083 8/8/97
CWC084 11/17/97
CWC086 10/16/97
CWC088 10/16/97
CWC089 10/14/97
CWC091 10/21/97
CWC101 8/21/97
CWC103 8/8/97
CWN063 9/25/97
CWN064 11/14/97
CWN065 10/24/97
CWN066 8/8/97
CWN067 8/11/97
CWN068 10/15/97
CWN069 11/18/97
CWS025 8/19/97
CWS029 8/21/97
CWS032 9/11/97
<PAGE>
CWS046 8/19/97
CWW001 10/23/97
CWW003 11/13/97
CWW004 8/11/97
CWW009 11/17/97
CWW013 12/1/97
CWW014 11/17/97
CWW017 8/11/97
CWW019 ] 8/4/97
BELTSVILLE 2 SUBTOTAL 122
TOTAL BOLTDOWNS 350
<PAGE>
- ------------------------------------------------------------------------------------------------------------
SYSTEM SITEID SITENAME BOLTDOWN
- ------------------------------------------------------------------------------------------------------------
Orange County OR001-A [ 10/20/96
OR002-A 2/8/97
OR003-A 12/26/96
OR005-A 10/8/96
OR006-C 2/1/97
OR007-A 10/10/96
OR008-B 2/17/97
OR009-B 2/7/97
OR011-B 12/27/96
OR013-B 2/14/97
OR015-C 3/6/97
OR016-B 2/24/97
OR018-B 3/6/97
OR019-A 12/6/96
OR021-E 2/8/97
OR022-A 2/7/97
OR024-D 12/27/96
OR025-A 2/5/97
OR026-A 1/6/97
OR028-A 12/4/96
OR029-C 9/22/96
OR030-A 10/30/96
OR032-A 12/3/96
OR034-A 11/15/96
OR035-D 11/18/96
OR036-A 3/17/97
OR037-A 11/7/96
OR040-D 11/18/96
OR041-A 11/20/96
OR042-A 11/15/96
OR043-A 11/15/96
OR048-A 3/6/97
OR050-A 10/30/96
OR051-A 10/15/96
OR052-B 3/2/97
OR055-A 3/7/97
OR057-A 1/3/97
OR058-B 12/3/96
OR059-A 12/12/96
OR061-A 9/30/96
OR064-A 12/3/96
OR065-A 11/1/96
<PAGE>
OR066-A 10/10/96
OR069-D 3/12/97
OR073-C 3/1/97
OR083-D 2/6/97
OR084-B 3/11/97
OR085-A 11/15/96
OR088-A 11/18/96
OR089-A 8/27/96
OR090-A 12/21/96
OR093-A 12/2/96
OR094-B 1/2/97
OR095-A 2/25/97
OR096-F 12/20/96
OR099-A 11/19/96
OR104-B 3/11/97
OR107-A 12/28/96
OR108-A 1/20/97
OR109-A 3/10/97
OR111-B 12/23/96
OR112-C 12/20/96
OR117-A 2/18/97
OR118-A 1/22/97
OR121-B 2/27/97
OR122-A 2/18/97
OR123-A 3/1/97
OR126-B 2/14/97
OR127-A 3/21/97
OR128-A 1/14/97
OR129-D 11/16/96
OR130-A 1/17/97
OR132-E 1/17/97
OR134-A 2/27/97
OR135-B 1/11/97
OR136-B 3/1/97
OR137-B 2/24/97
OR139-D 3/24/97
OR141-B 1/14/97
OR142-D 3/17/97
OR145-A 3/10/97
OR149-A 2/26/97
CHE003SD 6/11/97
OR004-E 12/3/97
OR044-D 10/14/97
<PAGE>
OR049-1A 7/25/97
OR053-B 11/24/97
OR067-A 7/30/97
OR071-B 3/21/97
OR074-B 4/1/97
OR076-C 11/7/97
OR092-D 4/1/97
OR079-A 8/20/97
OR087-C 7/23/97
OR102-A 11/6/97
OR110-A 7/14/97
OR146-A 8/8/97
97
San Diego SD001 2/20/96
SD002 2/20/96
SD005 5/23/96
SD003 5/30/96
SD042 9/26/96
SD006 10/15/96
SD007 9/19/96
SD009 10/14/96
SD008 10/3/96
SD010 3/22/96
SD012 8/26/96
SD013 8/19/96
SD014 6/18/96
SD015 7/2/96
SD016 8/26/96
SD018 8/12/96
SD023 5/21/96
SD024 9/6/96
SD025 9/16/96
SD027 9/26/96
SD028 8/26/96
SD030 8/6/96
SD032 8/11/96
SD033 9/30/96
SD035-1 9/27/96
SD037 10/31/96
SD038 10/3/96
SD039 10/7/96
SD040 8/29/96
SD041 10/9/96
<PAGE>
SD044 8/30/96
SD045 9/6/96
SD048 9/19/96
SD049 9/16/96
SD051 9/25/96
SD053 9/25/96
SD054 9/24/96
SD055 5/25/96
SD121-1 9/24/96
SD132 11/7/96
SD146 10/14/96
SD148-1 10/15/96
SD149 9/5/96
SD151 9/12/96
SD168 8/30/96
SD174 10/16/96
SD178-1 9/13/96
SD180 9/13/96
SD189 9/25/96
SD194 10/15/96
SD197 8/30/96
SD201 10/16/96
SD212 8/16/96
SD216 8/30/96
SD218 8/23/96
SD221 10/6/96
SD222 8/7/96
SD300 9/13/96
SD301 9/13/96
SD302 9/13/96
SD303 9/13/96
SD304 9/13/96
SD305 9/13/96
SD325 10/1/96
SD326 10/1/96
SD327 10/1/96
SD328 10/1/96
SD329 10/1/96
SD330 10/1/96
SD350 9/5/96
SD351 9/5/96
SD352 9/5/96
SD353 9/5/96
<PAGE>
SD375 10/3/96
SD376 10/3/96
SD377 10/3/96
SD378 10/3/96
SD379 10/3/96
SD380 10/3/96
SD381 10/3/96
SD382 10/3/96
SD383 10/3/96
SD384 10/3/96
SD385 10/3/96
SD386 10/3/96
SD387 10/3/96
SD388 10/3/96
SD425 10/16/96
SD426 10/16/96
SD427 10/16/96
SD428 10/16/96
SD429 10/16/96
SD430 10/16/96
SD431 10/16/96
SD432 10/16/96
SD450 11/20/96
SD451 11/20/96
SD454 10/1/96
SD455 10/1/96
SD500 10/16/96
SD501 10/16/96
COW01 1/1/97
COW02 1/1/97
COW03 1/1/97
COW04 1/1/97
COW05 1/1/97
COW06 1/1/97
SD004 11/16/96
SD011 5/24/97
SD017 11/5/97
SD019 2/7/97
SD020 11/4/96
SD021 10/21/96
SD026 11/8/96
SD029 11/6/96
SD031 2/26/97
<PAGE>
SD043 10/16/96
SD046 10/4/96
SD047 5/30/97
SD052 5/29/97
SD130 2/11/97
SD133 12/3/96
SD137 4/8/97
SD139 4/8/97
SD140 2/5/97
SD141 9/22/97
SD142 11/1/96
SD143 10/26/96
SD145 12/19/97
SD150 5/28/97
SD166 10/17/96
SD171-1 3/26/97
SD191 10/14/96
SD199 7/7/97
SD214 6/5/97
SD215 6/19/97
SD220 3/14/97
SD400 12/7/97
SD401 12/7/97
SD452 11/20/96
SD453 11/20/96
141
Los Angeles LA011-A 3/12/97
LA002-B 6/6/97
LA009-D 3/20/97
LA010-B 5/2/97
LA013-A 5/27/97
LA014-A 8/20/97
LA018-A 3/12/97
LA022-A 4/10/97
LA023-C 3/29/97
LA025-B 5/15/97
LA028-A 6/5/97
LA029-A 2/26/97
LA032-B 3/26/97
LA033-A 3/19/97
LA039-A 4/7/97
LA040-A 4/8/97
LA041-B 4/12/97
<PAGE>
LA042-A 2/8/97
LA043-A 7/26/97
LA045-C 6/20/97
LA047-A 4/12/97
LA048-B 4/8/97
LA049-A 4/10/97
LA051-A 4/2/97
LA062-A 3/25/97
LA067-B 6/10/97
LA068-B 4/3/97
LA070-A 4/19/97
LA072-A 9/17/97
LA080-A 2/3/97
LA096-A 6/28/97
LA097-A 7/10/97
LA098-B 3/25/97
LA102-B 4/29/97
LA111-B 7/24/97
LA112-A 2/8/97
LA113-A 2/8/97
LA118-A 5/8/97
LA119-B 3/20/97
LA120-B 7/22/97
LA122-A 5/16/97
LA123-A 8/5/97
LA125-A 6/18/97
LA126-D 4/16/97
LA128-A 3/19/97
LA129-A 6/17/97
LA139-A 3/26/97
LA143-1 6/5/97
LA145-A 1/24/97
LA147-A 2/7/97
LA149-B 1/23/97
LA151-A 6/10/97
LA153-A 1/23/97
LA155-A 5/2/97
LA158-A 1/29/97
LA159-B 1/27/97
LA160-C 1/27/97
LA161-C 2/7/97
LA162-B 5/6/97
LA163-A 4/3/97
<PAGE>
LA167-A 3/28/97
LA170-A 4/11/97
LA171-B 1/29/97
LA175-A 3/7/97
LA177-A 8/12/97
LA178-A 2/14/97
LA180-A 3/1/97
LA181-A 2/14/97
LA183-A 3/5/97
LA185-C 7/25/97
LA190-A 6/13/97
LA193-A 3/28/97
LA252-A 3/27/97
LA255-A 3/7/97
LA260-A 2/6/97
LA262-A 3/7/97
LA263-A 4/16/97
LA264-A 3/6/97
LA266-B 3/27/97
LA268-A 5/14/97
LA269-A 5/9/97
LA270-B 2/6/97
LA271-A 4/4/97
LA274-B 5/13/97
LA277-A 3/6/97
LA278-A 2/13/97
LA279-A 2/13/97
LA283-A 6/18/97
LA292-A 4/2/97
LA294-B 8/29/97
LA297-B 4/9/97
LA300-A 6/12/97
LA301-A 2/20/97
LA302-B 4/4/97
LA310-A 6/13/97
LA315-A 8/22/97
LA316-A 3/21/97
LA327-A 3/8/97
LA331-A 2/21/97
LA333-A 3/14/97
LA335-B 6/19/97
LA339-A 3/13/97
LA341-A 6/12/97
<PAGE>
LA343-A 3/13/97
LA358-A 3/27/97
LA511 9/18/97
LA512 9/18/97
LA514 9/18/97
LA003-A 7/10/97
LA007-B 11/11/97
LA016-B 9/23/97
LA017-D 10/9/97
LA019-B 11/18/97
LA021-B 11/19/97
LA026-B 10/29/97
LA027-D 11/5/97
LA050-B 10/31/97
LA052-A 9/15/97
LA055-B 10/23/97
LA060-A 5/27/97
LA061-B 10/22/97
LA074-A 9/16/97
LA064-2A 11/11/97
LA075-A 10/23/97
LA082-A 11/12/97
LA088-A 10/1/97
LA091-A 10/1/97
LA092-D 11/12/97
LA093-B 10/24/97
LA095-E 12/15/97
LA099-A 6/28/97
LA100-B 10/30/97
LA105-B 7/18/97
LA107-A 11/3/97
LA110-A 10/22/97
LA117-D 7/15/97
LA127-E 11/5/97
LA133-A 11/25/97
LA144-B 10/30/97
LA156-A 10/28/97
LA172-A 9/11/97
LA173-A 9/2/97
LA174-D 10/22/97
LA179-B 10/22/97
LA184-A 3/5/97
LA187-B 10/1/97
<PAGE>
LA188-A 10/20/97
LA189-A 9/26/97
LA199-A 12/16/97
LA200-C 9/10/97
LA201-B 10/23/97
LA257-D 11/10/97
LA267-C 10/28/97
LA272-A 11/2/97
LA273-A 11/20/97
LA281-D 10/27/97
LA285-A 10/8/97
LA286-A 11/17/97
LA287-A 9/18/97
LA288-C 11/2/97
LA290-A 11/4/97
LA295-A 11/7/97
LA298-A 9/24/97
LA311-C 11/18/97
LA313-B 11/10/97
LA314-A 10/16/97
LA318-A 9/25/97
LA319-A 11/4/97
LA320-B 10/10/97
LA321-A 8/21/97
LA325-B 10/24/97
LA330-A 11/16/97
LA338-A 10/23/97
LA344-B 10/17/97
LA347-A 9/3/97
LA513PV 9/19/97
LA515PV 9/19/97
LA516PV 9/19/97
LA517PV 9/19/97
LA518PV 9/19/97
LA519PV 9/19/97
LA520PV 9/19/97
] 182
TOTAL BOLTDOWNS 420
</TABLE>
<PAGE>
EXHIBIT B4
SYSTEM ELEMENT FIELD INSTALLATION AND COMMISSIONING
EXHIBIT B4
SYSTEM ELEMENT FIELD INSTALLATION
AND COMMISSIONING
A - Boltdown of BTS Equipment
B - Commissioning of BTS Equipment
C - Base Station Cell Integration
D - Switch / BSC
E - Project Intervals
F - Project Management
G - Program Management
Attachments 1 - 5
<PAGE>
INTRODUCTION
This Statement of Work ("SOW") defines the work requirements and
responsibilities of both Vendor and the Owner which are necessary to
engineer, furnish, deliver, install, commission and test Products
furnished hereunder in accordance with the Project Intervals set forth in
Section E herein, and in the case of a BTS, necessary for shipment to the
Owner's designated FOB Point. Vendor's obligation to perform the Services
described hereunder assumes receipt and acceptance of a valid Purchase
Order for such Services and associated Products. The materials and labor
required for Installation activities as described below represent a
"standard" installation. Owner understands and agrees that certain of the
requirements for such Boltdown and Commissioning activities are site
dependent, and Vendor reserves the right to quote additional charges on a
time-and-material basis as the actual Designated Switch Site(s) or System
Element Location(s), as applicable, are identified, in accordance with
Subsection 7.2 of the Contract.
A. BOLTDOWN OF BTS EQUIPMENT
1.1 Activities Required Prior to Boltdown
Vendor has responsibility for delivering BTS equipment to Owner's FOB
point. The Owner has responsibility for transportation from the FOB point
to the Owner's local warehouse in the market.
If Owner purchases any of the Service Suites in Section 1 of Schedule 3A,
the Vendor will be responsible for the local transportation of the BTS
equipment from the Owner's local warehouse to the BTS site.
These activities are the responsibility of the Owner regardless of whether
the Vendor is performing Boltdown activities for the BTS. All of these
activities must be complete prior to Boltdown Activities beginning as
described in item 1.3 below.
Responsibilities
a. Owner will provide warehousing for all BTSs, including associated
equipment, at the Owner's designated local warehouse. Owner will notify
Vendor upon receipt of Products of any damage which occurred during
shipment, and, if known, shortages.
b. Owner will provide Vendor's authorized employees the same level of
access to the BTS and all associated equipment as afforded Owner's
employees, to the warehouse and once the BTS has been delivered to its
permanent System Element Location, including out of hours access.
c. Owner will furnish all anchors, external mounting hardware, and all
other material necessary for positioning and securing and final
boltdown of the BTS.
d. Owner will provide all permits necessary for System Element Location
construction, installation, electrical and telco connections and
service activation.
e. Owner will be responsible for Local Transportation costs and scheduling
associated with the delivery of the BTSs and all associated equipment
from the Owner's local warehouse to the System Element Location.
However if the Owner has purchased one of the Services Suites in
<PAGE>
Section 1 of Schedule 3A, the Vendor will be responsible for Local
Transportation. If the Owner has purchased Project Management as
described in Section F of this Exhibit B4, the Vendor will be
responsible for scheduling associated with the delivery of the BTS and
the associated equipment from the Owner's local warehouse to the System
Element Location. Local Transportation does not including Extraordinary
Transportation.
f. Owner will engineer the placement of the (C) BTS, Global Positioning
Satellite (GPS) antenna and antenna cable cover assemblies. Owner will
also validate the reception of the GPS antenna and furnish any required
GPS surge protection. (See Specifications Reference List in Section A,
Subsection 3 herein.)
g. Owner will mount the Global Positioning Satellite (GPS) antenna and
install any required GPS surge protection.
h. Owner will provide, install, connectorize and label all antenna cables
that will be terminated to the BTS. Owner will complete antenna sweep
testing and provide Vendor with successful results from such tests.
i. Owner will provide and coordinate scheduling of the licensed
electrician (union if necessary) for the connection of the AC to the
BTS.
j. Owner will provide and install Telco, T1 and alarm cables through the
conduit and into the (c)ACCA and connectorize and label each cable.
k. Owner will design and construct all grounding systems, connect all
grounds (BTS, (c)ACCA, GPS antennas, etc.) and perform proper Megger
Grounding test to the agreed upon specifications listed in the
Specifications Reference List in Section A, Subsection 3 herein.
l. Upon completion of its obligations as set forth in this Section 1.1,
Owner shall complete a BTS Construction Site Ready For Acceptance Check
List in accordance with Attachment I herein and forward such list to
Vendor.
These activities are also the responsibility of the Owner and must be
complete prior to the Vendor beginning Boltdown Activities as described in
item 1.3 below.
m. Antenna sweep has been successfully completed and all test results have
been performed in accordance with Section A, Subsection 3 and accepted
by Vendor.
n. Telco Span (T1) has been successfully tested, including backhaul:
Straight Span, Drop & Insert, Test results have been accepted by
Vendor.
o. Switch translations and packet pipes provisioned.
p. At each BTS System Element Location, a POTS line or wireless phone
service is available. Such phone will be used for business purposes
only.
q. Electrical (AC) is available on the System Element Location as
specified in Section A herein, as applicable.
<PAGE>
1.2 Material Supplied for each BTS Boltdown
1.2.1 The following material shall be supplied by the Owner for each
BTS installation.
a. BTS Isolation Pad / I-Beams
b. Bottom Cover Plate
c. Power Cables and Connectors
d. Coax Cables and Connectors
e. GPS Antenna Coax and Connectors
f. GPS Antenna Mounts
g. T1, TELCO, & Alarm Cables
h. Commercial AC Wiring
i. Wire Raceways
j. Electrical and RF Cables Conduit
k. Cable Entry Systems (may choose from the following)
(i) ROX Block System
(ii) Seal Tight Conduit and Locking Collars
(iii) Cord Connectors
1.2.2 The following material shall be supplied by the Vendor for each BTS
installation if the Vendor is responsible for Boltdown Activities.
a. GPS Antenna
b. Compact Antenna Cable Cover Assembly (ACCA)
c. Jumper Cables
d. BTS Mounting Kit (as applicable):
(i) M12 Hilti anchors for pad
(ii) Bolts for platform
(iii) Bolts for rooftop mounts
<PAGE>
1.3 Boltdown Activities
These Boltdown Activities will be the responsibility of the Vendor only
when the Owner has purchased the "Boltdown" service in Schedule 3A.
Otherwise the Owner will be responsible for these activities. Prior to the
Vendor performing these activities, all of the activities in Section 1.1
"Activities Required Prior to Boltdown" must be successfully completed.
Responsibilities
a. Provide and install the conduit and cables for electricity (AC), Telco
(T1, POTS etc.), heat strips (where necessary) and alarm cables from
the Power Protection Cabinet (PPC) to the BTS. During Boltdown these
cables are not to be terminated to the BTS, (Refer to Commissioning
activities).
b. Provide all tools and test equipment required for installation.
c. Mount the BTS onto the pad, (ii) bolt the BTS to anchors, (iii) place
batteries in trays (see Section A 1.8) and mount the antenna cable
cover assemblies.
d. Remove any debris or refuse from the System Element Location resulting
from BTS installation.
2. System Element Location Site Not Ready
Vendor reserves the right to charge Owner for downtime and travel
expenses for the dispatch of Vendor personnel to System Element
Locations as applicable, which are not ready to begin Installations
applicable as scheduled. Owner will be responsible for reimbursing the
Vendor for all downtime lost due to actions/inactions by Owner, its
agents or subcontractors. All such charges, including hourly charges
(supported by reasonable documentation provided by Vendor), will be
charged at Vendor's standard rates then in effect unless otherwise
specified in the Contract.
All such charges will be paid by Owner within thirty (30) days of
receipt of Vendor's invoice thereof.
<PAGE>
3. Specifications Reference List for the 1.9Ghz BTS
The following documents describe and govern the installation and
cabling of outdoor BTS Products as provided by the Vendor hereunder.
Vendor reserves the right to update these documents or to provide
additional documents as may be necessary to reflect changes in BTS
installation, testing procedures and/or practices.
Document Number Title
IM 401-703-300 CDMA Mini Cell Installation (Document restricted to
internal Lucent use/not available for order or use
by the Owner)
IM Handbook
Section 222 CDMA Mini Cell Installation & Integration Tests
(Document restricted to internal Lucent use/not
available for order or use by the Owner)
IM IEH 18 Power Plant Installation
<PAGE>
B. COMMISSIONING OF BTS EQUIPMENT
1.1 Activities Required Prior to Commissioning
All activities in Section A of this Exhibit B4 `Boltdown of BTS
Equipment' must be successfully completed in order for the BTS System
Element Location to be declared "Site Ready" for Commissioning.
A System Element Location will be declared "Site Ready" upon the
successful completion of the "Site Ready Check List" attached to this
Exhibit B4 as Attachment 1.
The Site Ready Check List must be completed by Owner and signed off by
Vendor's designated representative assigned to the PCS Systems in which
the work is being performed. Owner will provide to Vendor a completed
Site Ready Check List with all items verified. Such check list must be
completed by Owner and signed off by Vendor prior to Vendor's
Commissioning personnel being dispatched to the Site.
The following activities are the responsibility of the Owner and are
not considered part of the Commissioning activities.
Responsibilities
a. If required by the Owner, the Owner will scan the bar code on all BTS
Products (field replaceable units only) during Commissioning and
organize the data for the purposes of maintaining site specific
historical information.
b. Owner may provide qualified personnel to witness BTS Commissioning.
c. Owner will provide a rolling forecast for the installation of BTSs in
accordance with Subsection 7.5 of the Contract, in clusters of five (5)
or more per market, with a minimum four (4) week lead time prior to the
commencement of BTS commissioning or as negotiated on a local basis.
d. Antenna sweep has been successfully completed and all test results have
been performed in accordance with Section A, Subsection 3 and accepted
by Vendor.
e. Successful Megger testing of ground systems has been completed in
accordance with Section A, Subsection 3, as applicable.
f. Telco Span (T1) has been successfully tested, including backhaul:
Straight Span, Drop & Insert, Test results have been accepted by
Vendor.
g. Switch translations and packet pipes provisioned.
h. At each BTS System Element Location, a POTS line or wireless phone
service is available. Such phone will be used for business purposes
only.
i. Electrical (AC) is available on the System Element Location as
specified in Section A herein, as applicable.
<PAGE>
1.2 Commissioning Activities
Responsibilities
a. Vendor will provide Commissioning teams once (5) or more BTSs in a PCS
System are ready for Commissioning or as negotiated on a local basis.
b. Vendor owned tools and test equipment will be used by Vendor to Commission
the BTS.
c. Upon Vendor's receipt and acknowledgment of the BTS Construction Site Ready
For Acceptance Check List (Attachment 1 to Exhibit B4), Vendor will execute
the Commissioning tests [Minicell Installation 401-703-300], in accordance
with (i), the tests as set forth in [Handbook Section 222] Attachment 2 to
this Exhibit B4 (BTS Commissioning Form and (ii), Section E Exhibit B4
("Project Intervals"). Owner shall be notified reasonably in advance of the
commencement of Commissioning.
d. Vendor will connect all batteries and circuit packs delivered to the BTS
System Element Location.
e. Vendor will provide, place and terminate all RF cables from (i) the BTS to
the ACCA, (ii) ACCA to the antenna cables(s), and (iii) from the BTS to the
GPS, including all clamps, connectors, etc.
f. For growth cells in existing markets (PCS Systems), Owner will perform
Switch database administration and BTS data down loading. Owner will be
responsible for all changes to database engineering and Switch translations
necessary to integrate a newly Commissioned BTS into an existing "on air"'
network.
2. Specifications Reference List for the 1.9Ghz BTS
The following documents describe and govern the installation and
cabling of outdoor BTS Products as provided by the Vendor hereunder.
Vendor reserves the right to update these documents or to provide
additional documents as may be necessary to reflect changes in BTS
installation, testing procedures and/or practices.
Document Number Title
IM 401-703-300 CDMA Mini Cell Installation (Document restricted to
internal Lucent use/not available for order or use by
the Owner)
IM
Handbook
Section 222 CDMA Mini Cell Installation & Integration Tests
(Document restricted to internal Lucent use/not
available for order or use by the Owner)
IM IEH 18 Power Plant Installation
<PAGE>
C. BASE STATION CELL INTEGRATION
1. Activities Required Prior to BTS Cell Integration
a. MSC and Access Manager has passed acceptance process (See Attachment 4 and
5).
b. Fully installed and commissioned base station (See Attachment 2).
c. AC power on-line on 24 hour x 7 days a week.
d. Backhaul facilities (T1 or MW) on-line 24 hour x 7 days a week fully
supporting the designed number of packet pipes.
e. Demonstrated (completed testing checklist) BTS connectivity to MSC.
f. Antennas installed and oriented per RF design documentation, and
successfully swept (see Attachment 1). g. BCR power attenuation settings
correctly set on BTS (performed during BTS Installation; see Attachment 2).
h. Additional BTS Integration work may be required due to rework (e.g. BTS or
backhaul facilities not functioning, etc.) and additional BTS Integration
fees may be applicable. These fees would only apply to rework causes that
are outside Lucent's contractual responsibilities.
2. Typical Crew Content & Duration for Base Station Cell Integration
One MSC technician per market.
One Base Station technician.
Project management oversight.
3. Activities Required for BTS Cell Integration
Integration will include the following and will be performed per Lucent
Document Handbook Section 222. The integration process is accomplished
from the switch remotely from the BTS. The tasks to be performed during
the integration process are:
a. Verify transmission and CSU/DSU facilities.
b. Download software from MSC.
c. Initialize BTS equipment.
d. Perform diagnostic tests for BTS.
e. Perform call through testing.
f. Perform other various functional tests.
<PAGE>
D. SWITCH
The responsibilities of both Owner and Vendor as set out in this
Section D relate only to the Installation of Switch Products.
1.0 Vendor's Roles and Responsibilities
Vendor, or its designated agent(s) or Subcontractor(s), shall perform
the following:
1.1 Engineer, furnish, deliver, install, and test all Switch
Products as described herein, in accordance with Section E
herein ("Project Intervals"), the applicable Specifications and
Attachment 3, 4, and 5 to this Exhibit B4. Delivery requiring
special lifting devices or vehicles to facilitate delivery will
be at additional charge to Owner and coordinated with the
Vendor.
1.2 Furnish a Customer Input(CI) Questionnaire and Data Base
Engineering Questionnaire for completion by Owner.
1.3 Provide draft floor plans of the Designated Switch Site for
Owner's approval. Floor plan layouts will be finalized at the CI
meeting.
1.4 When necessary, perform a site visit to Owner's facilities to
review the information collected from the completed
Questionnaires, survey the Designated Switch Site and generate
floor plans to engineer and install the Switch Products CI
meeting). Any Services in addition to those included in this
Section C which may be requested by Owner as a result of the CI
meeting shall be quoted by Vendor, and if such quote is accepted
by Owner, will be documented in a Change Order pursuant to
Subsection 7.2 of the Contract.
1.5 Deliver the Switch Products to the Designated Switch Site on or
before the date specified in Section E ("Project Intervals").
Owner shall provide all necessary shipping information and Owner
contact personnel name and telephone number for delivery
coordination no later than three (3) weeks prior to scheduled
ship date of Switch Products.
1.6 Vendor shall acknowledge receipt of the Switch Site Ready Check
List within two (2) days of receipt. Upon acknowledgment of the
Switch Site Ready check list, begin Installation of the Switch
Products, in accordance with Section E herein and utilizing the
applicable sections of the Lucent Technologies Installation
Handbook.
1.7 Provide all tools, installation and test equipment necessary for
performance of Vendor's obligations listed herein. Any use of
Vendor's tools and/or test equipment by Owner must be approved
by Vendor and may subject Owner to additional charges. Vendor to
provide their own mobile phones.
1.8 Comply with the Owner's security regulations for the Designated
Switch Site.
1.9 Furnish and install cable required to connect the Switch
Products to the demarcation points defined below:
<PAGE>
1.9.1 Telco Facilities Demarcation
Switch
The Telco facility demarcation points are defined as the DSX
Jacks (to be provided by Owner). Terminal blocks required for
Products, VF, data, and alarm cables will be provided and
installed by Vendor on Owner's Intermediate Distribution Frame
("IDF"). Up to 100 ft. of each type cable (standard length)
shall be provided by Vendor to connect the Switch Products
to the IDF. Vendor will cross connect the jumpers as directed by
Owner. Additional cable and associated materials, if
required, will be Provided at Owner's expense. Vendor shall
terminate the Switch DS-1 cables to the Owner-provided DSX
panel. Owner shall be responsible for bringing and connecting
all other DS-1 facilities to the DSX.
1.9.2 DC Power System Demarcation
Switch
The DC power system demarcation point is defined as the DC
power board fuse(s) and/or breaker(s). Wire for each power and
return lead shall be provided by Vendor (amaximum of 50 ft.
per frame) to connect to the Switch Products. Additional wire
and associated materials, if required, will be provided at
Owner's expense. DC fuses and/or breakers and any other part of
the power board or DC power system (including inverters) are
not provided by Vendor. Information regarding the required fuse
and/or breaker quantities and sizes will be provided by the
Vendor, with actual hardware provided by the Owner.
1.9.3 Alarm System Demarcation
Switch
The alarm system demarcation point is defined as the Vendor
furnished alarm terminal block or Owner provided IDF. Up to 100
ft. of alarm cable shall be provided by Vendor to connect
Product alarms to the terminal block. Up to 100 ft. of cable
shall also be provided to connect Vendor's alarm display and
control panel at the Switch. Additional cable and associated
materials, if required, will be provided at Owner's expense. Any
alarm points that the Owner may want to take to an external
alarm system will be done at Owner's expense.
1.9.4 Switch Demarcation
Owner's designated DSX position.
1.10 If requested by Owner and at Owner's additional expense, provide
all overhead cable trays at each Designated Switch Site for the
Switch room and Transport room.
1.11 At each Designated Switch Site, provide up to 50 ft. of wire
for the ground lead extending from the Products to the Main
Ground Bar (MGB).
1.12 Furnish, install and test two (2) video display units, two (2)
printers. No telephone key system or telephones are provided.
Any additional items will be provided and installed at Owner's
expense.
1.13 Complete the Switch Installation on or before the date as
specified in Section E ("Project Intervals") herein.
<PAGE>
2.0 Owner's Roles and Responsibilities
Owner or its designated agent(s) or subcontractor(s), shall perform the
following:
2.1 Provide overall program management and engineering functions
related to the Owner's responsibilities listed herein. This
includes, but is not limited to, management of schedules for BTS
shipments, other product suppliers, telco circuit orders,
utility orders, building access coordination, and engineering
relating to the applicable Designated Switch Site.
2.2 Provide all real estate property, environmental approvals,
leases, rents, rights-of-way and all local and federal
government permits and licenses applicable to the Installation
and operation of a CDMA MTA and/or BTA market (excluding any
applicable permits required in the normal course of Vendor's
doing business), including but not limited to, Certificates of
Occupancy and FCC, construction, zoning and FAA permits.
2.3 Gather the information necessary to complete the Customer
Information and Data Base Engineering Questionnaires on or
before the applicable date specified in Section E ("Project
Intervals").
2.4 Review, approve and return Vendor's draft floor plan for each
Designated Switch Site on or before the date specified in
Section E.
2.5 Prepare the Switch System Element Location as necessary,
including the following:
2.5.1 Provide all required architectural work, civil
engineering and construction work including, but not
limited to, site acquisition, site preparation such as
grading, removal of trees and debris, roads, tower and
building foundations, and fencing.
2.5.2 Install Vendor provided GPS antenna system and all
associated cabling prior to BSC install start. Owner
will be responsible for cross-connection of Switch
cables at the DSX position designated by Owner.
2.5.3 Provide adequate building facilities, utilities, space
and environmental conditions for Vendor's Installation
personnel and Products as well as any other Owner
equipment. Owner shall ensure that each Designated
Switch Site is prepared in accordance with the
environmental requirements for Vendor's Switch Products
as set forth in Section C, Subsection 3.0 herein. All
Designated Switch Sites shall provide safe access for
Installation personnel taking into account the kind of
activity to be performed, the location of the sites,
and inclement weather conditions.
2.5.4 The Designated Switch Site shall have air-conditioning,
heating, ventilation, lighting and adequate working
space that is free of debris and other clutter which
might hinder the Installation. The building must be dry
and free from dust and in such condition as not to be
hazardous to Vendor personnel or the Products and
materials to be installed. Vendor shall gather and
separate debris from usable material, mark accordingly,
and place in an area identified by Owner for Owner's
pick-up and disposition. The air conditioning duct
should be purged by the Owner prior to equipment
delivery.
2.5.5 Provide any building renovations, computer floors and
wall penetrations. Provide openings (including elevator
space where required) to allow the Switch Products to
be placed into position. All Owner provided material
and utility and telco services shall be
<PAGE>
installed prior to Lucent Technologies job start date.
2.5.6 Provide and install adequate fire fighting apparatus at
each Designated Switch Site. Activation of a water fire
extinguishing system may void the Product warranty.
2.5.7 Provide and install all required commercial AC power
and associated fixtures including, but not limited to,
all necessary conduits, AC panels, AC circuit breakers,
AC fuses, building wiring, convenience outlets,
lighting and AC grounds. All electrical facilities
shall conform to the latest issue of the National
Electrical Code (NEC) and any local codes to insure a
safe work area.
2.5.8 Provide adequate security for the Switch Products,
installation materials and tools at each Designated
Switch Site and/or storage facility (if required).
2.5.9 Provide three telephone lines (two for modems and one
telephone set) and service (dial tone from a local
exchange) at each Switch Designated Switch Site. One
(1) line at installation start, and two (2) modem lines
four (4) weeks prior to commissioning start. All
traffic generated by Vendor personnel will be limited
to business and Product testing purposes only. Any
personal calls will be the responsibility of Vendor.
Costs to be provided on a pass-thru basis. Vendor to
supply own phones.
2.6 Engineer, furnish, deliver, install and test the following in a
professional and workmanlike manner:
2.6.1 All required overhead cable trays at each Designated
Switch Site. If requested by Owner, and at Owner's
additional expense, such cable trays can be provided by
the Vendor for the Switch room and Transport room.
2.6.2 An IDF for each Designated Switch Site. The IDF can be
a free standing rack.
2.6.3 A single point grounding system, including an MGB and
all subsequent connections to the ground field, shall
be provided for the Products at each Designated Switch
Site. The ground fields shall measure 5 ohms or less.
2.6.4 A negative 48 VDC power system and a 500VA DC to AC
inverter for each Designated Switch Site, including any
alarm cables, terminal blocks and AC power wiring.
2.6.5 Dedicated DS-1 facilities to connect each Switch to the
PSTN. If direct digital DS-1 facilities are not
available, the Owner may incur additional costs to
interface the Products. DS-1 facilities are to be
provided (from the DSX panel provided by Owner) to the
Telco facility demarcation point as defined in
paragraph 1.9.1 of this Section C of this Exhibit B4 at
each Designated Switch Site.
2.6.6 All DSX cross connect panels including: any associated
relay racks, fuse and alarm panels, power wiring, HF
cables, jumpers, alarm cables, VF jack fields, patch
cords and terminal blocks.
2.6.7 All alarm sensors and wiring, other than those
which are included with the Products, and connect such
sensors and wiring to Owner-provided alarm terminal
blocks. This includes, but is not limited to, open
door, high/low temperature, tower lights and smoke
detector alarm sensors.
<PAGE>
2.6.8 All owner provided material shall be available to
Lucent Installation prior to the job start date.
2.7 Provide Vendor-designated personnel free access to each
Designated Switch Site as required to perform Vendor's
obligations under the Contract. Access is to be provided as
follows:
2.7.1 Adequate roads and parking to each Designated Switch
Site for delivery vans and two-wheel drive vehicles.
2.7.2 Owner shall provide all required security passes and
clearances.
2.7.3 Owner will provide Vendor's authorized employees the
same level of access to the Designated Switch Site as
afforded Owner's employees. Vendor shall provide Owner
twenty-four hours' advance notice of the need for
access. Telephonic notification is permissible.
2.8 The Owner will provide proper floor loading and wall
installation and any additional bracing needed to meet any
Federal, State or Local Government seismic zone requirements. If
requested in the CIQ, Vendor will provide and install earthquake
anchoring kits for the Switch at an additional expense to Owner.
2.9 Owner shall provide free telephone service (air time and long
distance) to Vendor personnel during the Term of this Contract
as may be necessary for the Vendor to carry out any
Installation, testing, or other Services necessary for
Installation of the Switch . The purpose of such service will be
to support the Switch Product Installation for testing purposes,
business communications, and safety needs of Vendor personnel.
The free service shall include, but not be limited to,
activation charges, air time, long distance, and roamer charges
for both cellular and wired service.
2.10 The Owner will provide the Vendor's personnel clear access to
all end points that are to be cabled to or from the Switch
and/or the BSC. The Owner will be responsible for any
construction associated with clear access (holes through walls,
etc.) and any subsequent construction needed per local
ordinances or building codes once cabling is complete (fire
stopping, etc.).
2.11 All Owner provided materials or services shall be available
prior to Lucent's commencement of installation services.
3.0 Products Environmental Requirements
3.1 All preparation work for the Designated Switch Site shall be
performed in such a way as to allow operation of the Switch
Products in accordance with Vendor's standard environmental
requirements for the Products. Operation outside the normal
conditions will void the warranty.
3.1.1 In the event Owner elects to deploy the Switch Products
in areas where Owner has reason to believe that the
normal environmental parameters for such Products may
be exceeded, Owner and Vendor shall mutually agree on
the conditions in which the warranty may remain in
effect.
<PAGE>
4.0 Owner's completion of its responsibilities as set forth in Section C,
Subsection 2 and Vendor's sign-off of the Site Ready Check List
referenced in Section D herein shall constitute the Designated Switch
Site as being "Site Ready."
5.0 Designated Switch Site Ready for Switch Installation
Completion of Owner's responsibilities as set forth in Section C herein
shall result in the Designated Switch Site being declared Site Ready
for Installation.
6.0 System Element Location/Designated Switch Site Not Site Ready
6.1 Vendor reserves the right to charge Owner for downtime and
travel expenses for the dispatch of Vendor personnel to System
Element Locations or Designated Switch Sites, as applicable,
which are not ready to begin Installation and/or Commissioning
as applicable as scheduled. Owner will be responsible for
reimbursing the Vendor for all downtime lost due to
actions/inactions by Owner, its agents or subcontractors. All
such charges, including hourly charges (supported by reasonable
documentation provided by Vendor), will be charged at Vendor's
standard rates then in effect unless otherwise specified in the
Contract.
All such charges will be paid by Owner within thirty (30) days
of receipt of Vendor's invoice thereof.
6.2 Vendor reserves the right to re-assign its Installation
personnel should the downtime described in Section 4.1 above
exceed three (3) consecutive days. Vendor reserves the right to
charge, in addition to its hourly downtime rate, actual and
reasonable expenses incurred to cover cost of travel expenses
for its employees or Subcontractors.
All such charges will be paid by Owner within thirty (30) days
of receipt of Vendor's invoice thereof.
6.3 Owner reserves the right to cancel Vendor's scheduled
commencement of Commissioning without penalty, with ten (10)
business days notice. This notice must be written and signed by
an authorized Owner employee. This notice must be acknowledged
in writing by Vendor's designated representative prior to the
start of such ten (10) day period. Electronic mail or facsimile
notices are acceptable.
<PAGE>
E. PROJECT INTERVALS
These typical intervals set forth below assume that the Products and/or
Services, as applicable, have been forecasted.
<TABLE>
1.0 Order to Delivery Intervals
<S> <C> <C> <C>
Activity Switch BTS MSC Power
Questionnaire Received by Lucent Week 1
Quote Return to Owner For Approval Week 2 Week 1
Quote Accepted / Order Placed Week 3 Week 1
Engineering Specs In Factory Week 4-7 Week 3 Week 2-5
Manufacture/Assemble/Test Week 8 - 12 Week 4 - 6 Week 6 -13
Ship Week 12 Week 6 Week 13
Delivery Week 13 Week 7
Switch Installation Begins Week 14-21 Week 8 Week 15-19
Complete Week 21 Week 8 Week 19
* Assumes Owner has reviewed and approved floor plan.
2.0 Services Intervals
Activity Switch ** BTS ***
Installation Complete Site Ready sign-off Site Ready sign-off
plus plus
12 weeks 3 days
</TABLE>
** Vendor's Price assumes no more than three (3) Switches s will be
Commissioned concurrently, with work to be performed Monday
through Friday (excluding Vendor Holidays), not to exceed forty
(40) man hours per week. Performance of Installation Services
which require Vendor's personnel to work more than forty (40)
hours per week, and/or the Installation of more than 3 Switches
concurrently, if requested by Owner, will result in additional
charges to Owner at premium rates.
*** Vendor's Commissioning Price assumes a steady work flow of not
more than 300 BTSs per calendar month in no more than 20 PCS
Systems, in clusters of five (5) or more, with work to be
performed Monday through Friday, (excluding Vendor Holidays), not
to exceed forty (40) man hours per week. Performance of
Commissioning Services which require Vendor's personnel to work
more than forty (40) hours per week, and/or the Commissioning of
more than 300 BTSs per month, if requested by Owner, will result
in additional charges to Owner at premium rates.
<PAGE>
F. PROJECT MANAGEMENT
Note: Project Management is associated with Per Cell Pricing
(See Section 2 of Schedule 3A)
Vendor will provide Owner proven support in the timely management of
the effort of delivery, boltdown, commissioning, and integration of
base station equipment as described in the Statement of Work listed
below.
1.0 Statement of Work
1.1 Work with Owner Site Development personnel involved with
Site Acquisition to insure timely ordering of PCS Minicells and
provide accurate forecast reports based on data supplied by
Owner's Site Acquisition personnel.
1.2 Provide status reports to Owner as requested.
1.3 Manage on time delivery of PCS Minicells from the Owner's local
distribution warehouse to the Site. This includes any
extraordinary delivery requirements such as cranes or
helicopter. (Cost of extraordinary delivery or delivery greater
than 50 miles from Owner's warehouse will be an Owner
responsibility.)
1.4 Project Manage Vendor Installation Services for bolting,
installing, testing and integration of the PCS Minicells.
1.5 Project Management will coordinate with construction schedules
the: bolting down, installation, testing and integration of
Minicells.
1.6 Provide PCS Minicells serial number by Site to Owner and Vendor
Product Management. Providing the Serial Numbers to Vendor
Product Management will facilitate any changes and warranty work
that may be covered under the Vendor Change Notice (CN) process.
1.7 Project Manage PCS Minicell optimization including sector
testing.
1.8 Hold or attend Build Plan and Construction status meetings to
report equipment integration status as needed.
2.0 Planning Assumptions
2.1 Resources required will be determined by joint agreement.
2.2 Vendor will manage transportation of the PCS Minicells and
associated equipment to the Site. The cost for this service will
be fixed per Site. Extraordinary charges, crane, helicopter,
special equipment or additional personnel etc., when applicable,
will be a Owner responsibility.
2.3 Owner will be responsible for insurance and damage including any
losses due to transportation and storage. Normal Vendor warranty
applies to unit functional failure. Unit damage occurring while
in shipment, or while stored at the Owner's local distribution
center is at Owner cost.
2.4 A purchase order will be signed prior to start of work efforts.
<PAGE>
G. PROGRAM MANAGEMENT
Program Management is defined as the coordination, scheduling, tracking
and controlling of a Wireless Project with the presence of a local
project manager in the local market to ensure the task of meeting
schedules and budgets are accomplished. Vendor Wireless Program
Managers (WPM's) will be responsible for tracking cell site development
from the RF engineering phase through site acquisition, construction,
BTS installation, integration and optimization. All vendors and
contractors will have been selected and contracted by the Owner.
The Vendor Wireless Program Manager will be a delegate of the Owner
Regional Implementation Manager. The Owner's Implementation Manager is
free to customize the role of the WPM by assigning whichever
responsibilities they choose to Lucent. The WPM will represent the
Implementation Manager's interest in meetings and correspondence with
all key contractors, vendors and other Owner units. The WPM will
provide written and verbal communication to the project status at
whatever intervals requests. The WPM will also provide at least monthly
management review sessions to be conducted in person at the Regional
Headquarters.
1.0 Program Management Role
The WPM is expected to ensure discipline across the deployment of the
project. Criteria in this area include:
1.1 Meeting performance standards
1.2 Ensuring consistency in application
1.3 Achieving excellence in execution
1.4 Working for continuous improvement
2.0 Accountability
The Wireless Program Manager assumes accountability for the entire
project. The areas of accountability are:
2.1 Defining the project scope
2.2 Assembling and directing the project team
2.3 Engaging all support organizations
2.4 Identifying resource requirements
2.5 Serving as the primary customer liaison
2.6 Reporting project status
2.7 Managing all changes
2.8 Acquiring customer's acceptance
3.0 Program Management Service Components
3.1 Project Control - All of the activities required to
manage the program costs and schedule:
3.1.1 Change Control - Provides support that not only
includes the management of changes as per the contract,
but also ongoing assessment and trending of changes.
<PAGE>
3.1.2 Management of Schedules and Reports
- Master Project Schedule
- Schedule for the functional service areas
- Charts that reflect progress against plan
- Weekly status reports, which could include:
RF Plan, Site Acquisition Plan, Spectrum Clearance
Plan, Microwave Facilities - Design Activities,
Microwave Facilities - Detailed Engineering Plan,
Site Construction, Network Design Plan, Cell
Engineering Plan, Switch Engineering Plan, Cell
Plan, Optimization Plan.
3.2 Contract Administration
Interpret and maintain the contract to ensure that there is
total understanding of planned deliverables:
3.2.1 Provide claims management.
3.2.2 Perform project administration.
3.2.3 Provide records management.
3.2.4 Contract administration functions ensure that every
member of the team understands their responsibilities
and addresses the proper objectives.
3.3 Accounting/Controller Management
Analyze all vendor and subcontractor billing to verify product
delivery and performance as per the purchase agreements.
3.4 Management of Functional Services
RF Design, Site Acquisition, Network Planning and Development,
Spectrum Clearing/Microwave Relocation, Construction Management,
Microwave Backhaul Services, Cell Engineering, Switch
Engineering, and Optimization Services.
3.5 Experience and Education
The WPM is a veteran project manager with two years service
working on Owner projects as well as extensive project
management experience in other areas of the telecommunications
industry. The WPM has proven to have strong leadership,
organizational and personal relations skills and has achieved or
is in pursuit of accreditation as a Professional Project Manager
(PMP).
4.0 Program Management Pricing
Due to the extreme variability in scope this service is priced using
the Time and Material method. Prior to project inception Owner and
Vendor must agree to the expected duration of the project. Any partial
months would be prorated. All travel and living costs will be at the
Vendor's standard per-diem rate and will be subject to the Owner's
prior approval. A purchase order will be signed prior to start of work
efforts.
<PAGE>
Lucent Technologies and Sprint PCS Proprietary
ATTACHMENT 1
To Exhibit B4
BTS CONSTRUCTION SITES
READY FOR ACCEPTANCE (RFA) CHECKLIST
Site Name: Site #:
Site Address: Date Submitted:
Site Ready: Construction Elements
Type of Site: Raw Land Co-Locate Roof-top Indoor Model Type
------------------------------------------------- --------------
Activity Date Observed
------------------------------------------------- --------------
----------
Pad or Platform Ready
---------- -------------------------------------------------- --------------
---------- -------------------------------------------------- --------------
Permits Secured
---------- -------------------------------------------------- --------------
---------- -------------------------------------------------- --------------
Site Secure (e.g., locked gate on fence)
---------- -------------------------------------------------- --------------
---------- -------------------------------------------------- --------------
Equipment requirements identified (e.g., Crane or lift )
---------- -------------------------------------------------- --------------
---------- -------------------------------------------------- --------------
Landlord/Tenant Advised of Delivery Schedule
---------- -------------------------------------------------- --------------
Additional Information:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Site Ready: Operational Elements
-------------------------------------------------- --------------
Activity Date Observed
-------------------------------------------------- --------------
----------
Grounding Complete per 96101 7L
---------- -------------------------------------------------- --------------
---------- -------------------------------------------------- --------------
Spectrum Clear
---------- -------------------------------------------------- --------------
---------- -------------------------------------------------- --------------
Packet Pipes provisioned
---------- -------------------------------------------------- --------------
---------- -------------------------------------------------- --------------
Switch Translations complete
---------- -------------------------------------------------- --------------
---------- -------------------------------------------------- --------------
Sweep Tests Complete per SSE0 3.003.10.002 (6/17/97)
---------- -------------------------------------------------- --------------
---------- -------------------------------------------------- --------------
AC Available
---------- -------------------------------------------------- --------------
---------- -------------------------------------------------- --------------
BTS bolted down
---------- -------------------------------------------------- --------------
---------- -------------------------------------------------- --------------
T1 Available
---------- -------------------------------------------------- --------------
<PAGE>
BTS CONSTRUCTION SITES
READY FOR ACCEPTANCE (RFA) CHECKLIST (continued)
Page 2 of 2
Additional Information:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Information for Site Access
Contact Name: Contact Phone #:
Special Access Instructions:
Owner Approval: Vendor Acknowledgment:
Date: Date:
Note: Owner shall certify the correct Model design for the site. Any
deviation from the design not noted on this form may result in additional
charges.
<PAGE>
ATTACHMENT 2
To EXHIBIT B4
BTS Commissioning Form
Cell ID PCS ID
Labor Order Number
-----------------------------
-----------------------------
- --------------------------- ---------------------------------------------
Date Prepared: Test Reference
(cite document, chapter & section as applicable)
- --------------------------- ---------------------------------------------
HB 222 Sections 2 through 13.
- --------------------------- ---------------------------------------------
Prepared by: Test References for Growth Frames Only:
--------------------------------
HDBK 222 Sections 204, 208 & 210
- -------------------------- --------------------------------------------------
Lucent Document 401-703-300,
Section (8) or (9).
Approval to Proceed Vendor Date
------------------------- -------------
with Testing Operations Date
------------------------- -------------
Engineering Date
------------------------- -------------
Test(s) to be Performed by
Vendor Owner
------------------------- ----------------------------
Exceptions
Critical Exception Item Corrective Action Date
(y/n) Brief Description Referral, Trouble Ticket, Corrected
& Test Reference E.T.A., etc
Comments
Owner Acceptance
- --------------------------------------------------------------------------------
Accepted Accepted Not Accepted
Approved by Date ATP exceptions Critical Items
listed listed
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Operations
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Engineering
- --------------------------------------------------------------------------------
<PAGE>
ATTACHMENT 3
TO
EXHIBIT B4
PCSC - 5ESS SITE READINESS CHECKLIST
ALL APPLICATIONS
<TABLE>
<S> <C> <C> <C>
Y N NA Has the equipment ordering list been reviewed with the customer?
Y N NA Are all site drawings complete and available?
Y N NA Has ODA/5E software been reserved from CTSO?
Y N NA Has the systems engineering group reviewed the customer requirements?
Y N NA Has the FE completed a site visit?
Y N NA Has A/C power service been supplied according to specs?
Y N NA Is thefloor space cleared?
Y N NA Is there sufficient space to store equipment?
Y N NA Is the building secure?
Y N NA Have all access permissions been obtained (keys/pass cards)?
Y N NA Have all the equipment specs transmitted?
Y N NA Are the T1/E1 facilities in place and functional?
Y N NA Has the customer ordered a block of phone numbers?
Y N NA Is the equipment scheduled to ship complete?
Y N NA Are the delivery logistics known?
Y N NA Is there a plan for moving the equipment into or onto the site?
Y N NA Are the ECP/switch and cell software generics compatible?
Y N NA Can the room adequately dissipate the heat generated by the ultimate configuration?
Y N NA Is the proper customer provided air conditioning in place?
Y N NA If DC powered, is the power system in place or is there adequate room to install the system?
Y N NA If Lucent is not installing the ground system, is the halo ground in place?
Y N NA Are the cable racking and supports in place?
</TABLE>
NOTES
===============================================================================
<PAGE>
ATTACHMENT 4
To EXHIBIT B4
MSC and AM Acceptance
PCS ID
Date Prepared: Test Reference (cite document, chapter & section as applicable)
401-703-203 Sect. 2 thru 6
Prepared by:
Approval to Proceed Vendor Date
with Testing -------------------- ------
Operations Date
-------------------- -------
Engineering Date
-------------------- ------
Test(s) to be Performed by
Vendor Owner
------------------ ---------------------------------------
Exceptions
Critical Exception Item Corrective Action Date Corrected
(y/n) Brief Description Referral, Trouble Ticket,
& Test Reference E.T.A., etc.
Comments
-------------------------------------------------------------
-------------------------------------------------------------
Owner Acceptance
- --------------------------------------------------------------------------------
Accepted Accepted Not Accepted
Approved by Date ATP exceptions Critical Items
listed listed
Operations
Engineering
<PAGE>
ATTACHMENT 5
TO
EXHIBIT B4
Owner Program
Power/ 5ESS Switch Acceptance Form
Date:____________
MTA: ___________________
PCS System (City/State):__________________
Site Number: __________________
- ----------------------------------------------------------------------
POWER & SWITCH INSTALLATION ACCEPTANCE
- -------------------------------------------------------------------------------
Item: Initial Date Remarks/Open Items
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1. Pwr-Plt per HDBk 18 ___ ______ ___________________
- -------------------------------------------------------------------------------
2. 5ESS 2000 ___ ______ ___________________
- -------------------------------------------------------------------------------
(Instl Per HDBk 555/SigTWIDO)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
3. Cabled/Connect per Job Specs/Dwgs ___ _______ __________________
- -------------------------------------------------------------------------------
4. Tested per HDBk 351 & SIG-TWIDO ___ _______ __________________
- -------------------------------------------------------------------------------
Pwr.PLT/Switch Submitted by _________________________ ________
Lucent Technologies Date
Pwr.PLT/Switch Accepted by ___________________________ ________
Owner Date
Lucent Technologies submits the Power Plant and 5ESS 2000 Switch Installation as
complete. Signature by Owner, constitutes acknowledgment of installation
completion
______________________________________________________________________
Issue B, Sept 27,1996
Definitions (To be supplied by Vendor in support of this document, if needed.)
<PAGE>
EXHIBIT B5
RF OPTIMIZATION PROCESS
Section 1. Optimization Service - Cell Additions to Existing
CDMA Systems
Section 2. Cluster and System Optimization Service -
New Cells
Appendix A Cluster Optimization Acceptance Form
Appendix B Final System Optimization Completion Form
<PAGE>
Exhibit B5
section 1
OPTIMIZATION SERVICE - CELL ADDITIONS TO EXISTING CDMA SYSTEMS
STATEMENT OF WORK
Optimization for Post Deployment Cell Additions:
Optimization testing for post deployment cell additions will be performed per
Vendor documented optimization process. This process will include:
Cluster definitions and drive routes for each defined cluster will be
defined by Vendor with agreement by Owner RF teams on a per market basis.
Sector test of each site.
Drive test the selected routes (Unloaded) including origination and drop
out call tests
Analyze drive test data.
Optimization changes made as necessary to cell sites on drive routes:
Parameter changes (e.g. Power attenuation)
Neighbor list changes
Antenna alignment recommendation
Inputs
Owner
1. Spectral monitoring reports.
2. All antennae and base stations installed and working
correctly.
3. All cells in the cluster have successfully completed
Integration and are ready for Cluster Optimization. Cell
site Integration includes power calibration and call
through testing inside and outside the base station. Cell
site readiness for optimization also includes:
Manual diagnostics - ATP
Routine Diagnostics - ATP
Functional test - ATP
All integration records must be available to the
optimization team.
4. Design specifications (coverage/propagation maps, coverage
requirements).
5. Latitude and longitude measurements of the acquired sites.
6. Count of acquired sites, cell names, cell numbers and
associated ECP/DCS information, PN offsets plans, and cell
configuration (1, 2, or 3 sector sites).
7. Antennae downtilts and orientations.
8. Antennae installation and operation dates.
9. Operation center workspace and locality.
10. Pre-defined optimization routes, including primary &
secondary roads. Identification of critical marketing
areas is also essential.
11. Switch and OMP access.
12. Activation of Vender's test mobiles and invoicing
resulting in a net charge of zero dollars to the Vender
for access and usage.
Vendor
1. Documented optimization process.
2. Optimization drive team and all required test equipment
including test mobiles.
3. Optimization Plan and Schedule
<PAGE>
Outputs
Optimization for Post Deployment Cell Additions
- Cluster drive route testing will meet the following exit criteria on
a per cluster and among all the clusters being optimized at the same
time, with the exception of "Performance Exclusion Zones" which
are defined within the assumptions of this proposal:
- 90% of Forward Frame Error Rate (FFER) and RFER samples
should be less than or equal to 2% FFER and 2% RFER.
- Drop Call Rate should be less than or equal to 2% over 90%
of the area, assuming 90 second call duration.
- Origination Success Rate should be 90% or greater over 100%
of the area.
- Forward Link Burst Error Rate of 5 or more consecutive frames
in error, is less than 10%.
- Cluster Drive Route Data/Output Reports/Plots Completed.
- ECIO Max Finger, FCIO Aggregate, MRX (Mobile Receive),
MTX (Mobile Transmit), FFER, RFER, Forward Link Burst Error
for the cluster drive test.
- Sector test plot of ECIO Max Finger, MRX, MTX, and per PN plot
for each antenna face.
- Dropped call plots, origination test plots, soft hand off
histograms.
- Cluster Optimization Acceptance Form (APPENDIX A). The form includes
all exit statistics plus a list of problems identified which are
over and above meeting the exit criteria.
Optimization Team
- Pricing assumes an Optimization Team consisting of the following:
Driver(s), RF engineer(s) Data Collector(s), and Data Processor(s)
as required. The number of each resource deployed depends upon the
number of available clusters and size of the system being optimized.
Assumptions
Vendor cell site and switch equipment only,
Data Processor, Data Collector, and driver are local to the market
Price/cell assumes acceptable response time from Owner on activities that
Vendor is not responsible for.
Vendor will provide their own data analysis tools, which does not include
PlaNET.
Antenna adjustments are the responsibility of Owner. Pricing assumes
acceptable response for antenna adjustments.
Cost of ANY delay (even 1 week or less) due to Owner unable to begin
optimization will be a cost to Owner, regardless if Owner chooses to send
Vendor home or pays Vendor to stay on-site.
Workweek is defined as 40 hours (5 days per week x 8 hours per day)
Once Vendor resources are placed in a market it is assumed that all cells
sites which need to be optimized are available in order to sustain that
team. If all cell sites are not ready as planned to sustain the team, a
daily fee of $4,000 will be charged. If Vendor did not perform the RF
design of any system, Vendor will not be responsible for achieving
performance exit criteria. Performance exit criteria defined by Owner will
be goals only for optimization. Vendor is only responsible for performing
due diligence in obtaining these objectives.
Maintenance of cells is the responsibility of Owner.
Base stations that are part of a cluster will not be optimized on an
individual basis. They must be optimized in clusters (number of cells to be
determined mutually).
All clusters defined will be mutually agreed upon.
All drive routes will be jointly defined by Vendor and Owner in advance of
work beginning in a market.
Agreement will be reached on coverage areas.
Agreement will be reached on defining "no coverage".
<PAGE>
Any area that can not clearly be optimized due to the following reasons
will be classified as a "Performance Exclusion Zone". Data gathered from
that zone will be removed from the exit criteria sample set:
Lack of RF coverage
Prohibitive interference beyond the control of the engineers
Non-standard hardware configurations using another vendor's equipment.
All cells in a given cluster have completed integration and are ready for
optimization. Cell site integration includes power calibration and call
through testing inside and outside the base station. Cell site readiness
for optimization also includes:
Manual diagnostics - ATP
Routine Diagnostics - ATP
Functional test - ATP
All integration records must be available to the optimization team.
If cell installation and integration was not performed by Vendor and does
not meet Vendor Optimization Service entrance criteria, a daily fee of
$4,000 will be charged for Vendor personnel to correct the problems to
prepare for optimization.
An Optimization Plan and Schedule will be agreed-upon prior to start dates.
Owner will provide a qualified cell technician to work with Vendor on RF
Optimization of CDMA Growth Cells.
Owner staffing as per the Optimization Plan will be in place prior to the
start of Optimization Services.
Owner will provide Vendor personnel with adequate workspace, including
desks, office equipment (copier & fax machine) and access to telephones.
Agreement will be reached on how resources will be re-assigned in the event
conditions in a market indicate loss of productivity for any significant
period of time.
<PAGE>
Exhibit B5
Section 2
CLUSTER AND SYSTEM OPTIMIZATION SERVICE - NEW CELLS
Statement of Work
New Cell Cluster and System Optimization:
Cluster Optimization testing for new CDMA markets will be performed per
Vendor documented optimization process. The objective of cluster optimization is
to reach system performance goals in a manageable subset of contiguous cells
within the system. During cluster optimization, coverage holes are identified,
neighbor lists, access windows and system parameters are modified through
analysis of drive test data to improve performance.
System Optimization is the process where individual clusters are combined
together so that the system as a whole provides the best coverage and
performance possible. Vendor performs System Optimization among completed
clusters throughout the Optimization period.
Processes for Cell Cluster and System Optimization include:
- Cluster definitions, drive routes for each defined cluster, and drive routes
between adjacent clusters (System Optimization) will be defined by Vendor
with agreement by Owner RF teams on a per market basis.
- Baseline drive test for each drive route (Unloaded).
- Drive test the selected routes (Unloaded & Loaded).
- Analyze drive test data.
- Optimization changes made as necessary to cell sites on drive routes:
- Parameter changes (e.g. Power attenuation)
- Neighbor list changes
- Antenna alignment recommendation (if acceptable for analog system)
- Origination, termination, and drop call tests performed on defined drive
routes.
Inputs
Owner
1. Spectral monitoring reports.
2. All antennae and base stations installed and working
correctly.
3. All cells in the cluster have successfully completed
Integration and are ready for Cluster Optimization. Cell
site Integration includes power calibration and call
through testing inside and outside the base station. Cell
site readiness for optimization also includes:
Manual diagnostics - ATP
Routine Diagnostics - ATP
Functional test - ATP
All integration records must be available to the
optimization team.
4. Design specifications (coverage/propagation maps,
coverage requirements).
5. Latitude and longitude measurements of the acquired sites
6. Count of acquired sites, cell names, cell numbers and
associated ECP/DCS information, PN offsets plans, and
cell configuration (1, 2, or 3 sector sites).
7. Antennae downtilts and orientations.
8. Antennae installation and operation dates.
9. Operation center workspace and locality.
10. Pre-defined optimization routes, including primary &
secondary roads. Identification of critical marketing
areas is also essential.
11. Switch and OMP access.
12. Activation of Vender's test mobiles and invoicing
resulting in a net charge of zero dollars to the Vender
for access and usage.
<PAGE>
Vendor
1. Documented optimization process.
2. Optimization drive team and all required test
equipment including test mobiles.
3. Optimization Plan and Schedule
Outputs
New Cell Cluster and System Optimization
Drive route testing will meet the following exit criteria on a per cluster basis
and among all of the clusters being optimized at the same time (System
Optimization), with the exception of "Performance Exclusion Zones" which are
defined within the assumptions of this proposal:
90% of Forward Frame Error Rate (FFER) and RFER samples should be less than
or equal to 2% FFER and 2% RFER.
Drop Call Rate should be less than or equal to 2% over 90% of the area,
assuming 90 second call duration.
Origination Success Rate should be 90% or greater over 100% of the
area.
Forward Link Burst Error Rate of 5 or more consecutive frames in error, is
less than 10%.
Cluster Drive Route Data/Output Reports/Plots Completed.
ECIO Max Finger, FCIO Aggregate, MRX (Mobile Receive), MTX (Mobile
Transmit), FFER, RFER, Forward Link Burst Error for the cluster drive test.
Sector test plot of ECIO Max Finger, MRX, MTX, and per PN plot for each
antenna face. Dropped call plots, origination test plots, soft hand off
histograms.
Cluster Optimization Acceptance Form (APPENDIX A) and Final System
Optimization Completion Form(APPENDIX B). The forms includes all exit
statistics plus a list of problems identified which are over and above
meeting the exit criteria.
Optimization Team
Pricing assumes an Optimization Team consisting of the following:
Driver(s), RF engineer(s) Data Collector(s), Switch engineer and Data
Processor(s) as required. The number of each resource deployed depends upon
the number of available clusters and size of the system being optimized.
ASSUMPTIONS:
Vendor cell site and switch equipment only,
Data Processor, Data Collector, and driver are local to the market
Price/cell assumes acceptable response time from Owner on activities that
Vendor is not responsible for.
Vendor will provide their own data analysis tools, which does not include
PlaNET.
Antenna adjustments are the responsibility of Owner.
Pricing assumes acceptable response for antenna adjustments.
Cost of ANY delay (even 1 week or less) due to Owner unable to begin
optimization will be a cost to Owner, regardless if Owner chooses to send
Vendor home or pays Vendor to stay on-site.
Workweek is defined as 40 hours (5 days per week x 8 hours per day)
<PAGE>
Once Vendor resources are placed in a market it is assumed that all cell
sites which need to be optimized are available in order to sustain that
team. If all cell sites are not ready as planned to sustain the team, a
daily fee of $4,000 will be charged.
If Vendor did not perform the RF design of any system, Vendor will not be
responsible for achieving performance exit criteria. Performance exit
criteria defined by Owner will be goals only for optimization. Vendor is
only responsible for performing due diligence in obtaining these objectives
Maintenance of cells is the responsibility of Owner.
Base stations that are part of a cluster will not be optimized on an
individual basis. They must be optimized in clusters (number of cells to be
determined mutually).
All clusters defined will be mutually agreed upon.
All drive routes will be jointly defined by Vendor and Owner in advance of
work beginning in a market.
Agreement will be reached on coverage areas.
Agreement will be reached on defining "no coverage".
Any area that can not clearly be optimized due to the following reasons
will be classified as a "Performance Exclusion Zone". Data gathered from
that zone will be removed from the exit criteria sample set:
Lack of RF coverage
Prohibitive interference beyond the control of the engineers
Non-standard hardware configurations using another vendor's equipment.
All cells in a given cluster have completed integration and are ready for
optimization. Cell site integration includes power calibration and call
through testing inside and outside the base station. Cell site readiness
for optimization also includes:
Manual diagnostics - ATP
Routine Diagnostics - ATP
Functional test - ATP
All integration records must be available to the optimization team.
If cell installation and integration was not performed by Vendor and does
not meet Lucent's Optimization Service entrance criteria, a daily fee of
$4,000 will be charged for Vendor personnel to correct the problems to
prepare for optimization.
An Optimization Plan and Schedule will be agreed-upon prior to start dates.
Owner will provide a qualified cell technician to work with Vendor on RF
Optimization of CDMA Cells.
Owner staffing as per the Optimization Plan will be in place prior to the
start of Optimization Services.
Owner will provide Vendor personnel with adequate workspace, including
desks, office equipment (copier & fax machine) and access to telephones.
Agreement will be reached on how resources will be re-assigned in the event
conditions in a market indicate loss of productivity for any significant
period of time.
<PAGE>
Exhibit B5
Lucent Technologies and Sprint PCS Proprietary
Appendix A
Cluster Optimization Acceptance Form
MTA Name: Cluster ID________________________
(List of Cell Ids for this Cluster included on page 2 of this
attachment)
Date Started:__________________________
Date Completed:_____________________________
Optimization Team Name Company Performance
Summary:
For binned data over 90% of area available, the following criteria will
be met
Specification Pass
1 . Average Forward Link 2% or less average
FER/bin
2. Average Reverse Link 2% or less average
FER/bin
3 % Call Origination 90% or better for originating
and terminating calls
For binned data over 90 % of available area
Specification Actual
1. Dropped Calls 2% or less
Following requirements are added:
1. Map of Cluster with cell site locations, drive routes, and problem areas
2. Color FER plot overlaid on control routes
4. Burst Error Rate Histograms for control routes
5. Dropped call plots
6. Call completion statistics
7. Ec/lo Plots
8. Mobile transmit power plots
9. Mobile receive power plots
10. Soft Handoff Histograms
11. TADD1 TDROP1TTDROP and TCOMP values per sector
Provided by the Candidate's Optimization Manager_____________________
NAME DATE
Received by Sprint Spectrum's PCS RF Manager:_________________________
NAME DATE
Approved with Exceptions? (Yes/No): ________________
(If "Yes", exceptions listed on page 2)
<PAGE>
Appendix A
Cluster Optimization Acceptance Form
Cells Optimized in Cluster:
Cell ID Morphology
============================ ==========================
---------------------------- --------------------------
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Exceptions to Cluster Optimization Requirements:
- ---------------------- ------------------------------- ------------------------
Exceptions Corrective Actions Date Corrected
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Additional Comments: ______________________________________________________
- -------------------------------------------------------------------------------
===============================================================================
- -------------------------------------------------------------------------------
<PAGE>
Appendix B
Final System Optimization Completion Form
Page 1of 3
MTA Name:______________________________
(List of Cell IDs included in the Final System Optimization Completion in this
attachment)
Date Started: Date Complete:
Performance Summary:
For binned data over 90% of available area
- -------------------- --------------------------------- ------------------------
Specification Actual
- -------------------- --------------------------------- ------------------------
- -------------------- --------------------------------- ------------------------
1. Forward Link FER 2% or less average
- -------------------- --------------------------------- ------------------------
- -------------------- --------------------------------- ------------------------
2. Reverse Link FER 2% or less average
- -------------------- --------------------------------- ------------------------
- -------------------- --------------------------------- ------------------------
3. % Call Origination 90% or better for originating
and terminating calls
- -------------------- --------------------------------- ------------------------
For binned data over 90% of available area
- -------------------- --------------------------------- ------------------------
Specification Actual
- -------------------- --------------------------------- ------------------------
- -------------------- --------------------------------- ------------------------
1. Dropped Calls 2% or less average
-
- -------------------- --------------------------------- ------------------------
- -------------------- --------------------------------- ------------------------
- -------------------- --------------------------------- ------------------------
Following requirements must be attached:
1. Map(s) of System with cell site locations, drive routes, and problem
areas
2. Color Forward and Reverse FIER plot overlaid on routes
3. Dropped call plots
4. Call completion statistics
5. Ec/lo Plots
6. Mobile transmit power plots
7. Mobile receive power plots
8. Documentation of changes made since Cluster Optimization
<PAGE>
Appendix B
Optimization Signatures:
Candidate's Manager____________________________________________________________
NAME DATE
Sprint Spectrum's RIF Manager:________________________________________________
NAME DATE
Sprint Spectrum Director_______________________________________________________
NAME DATE
Sprint Spectrum Regional VP____________________________________________________
NAME DATE
Approved with Exceptions? (Yes/No): _______________________
(If "Yes", exceptions listed below)
Exceptions to System Optimization Completion Requirements:
- ------------------ ------------------------------- ----------------------------
Exceptions Corrective Actions Date Corrected
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<PAGE>
Appendix B
Page 3 of 3
Cells Approved at System Optimization Completion:
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CELL ID CELL ID
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<PAGE>
<TABLE>
Feature or Function CDMA CDMA Dependency
Rel Avail
<S> <C> <C> <C>
CDMA IS95 Signaling Message Encryption - Signal Message Encryption as specified in 7.1 12-31-98 terminals
IS95A. Encryption protects information set to an IS95A mobile for display. SME standards
protects against channel hijacking.
7.0 9-30-98 terminals
CDMA SMS Point to Point over Digital Traffic Channel - This service allows a standards
subscriber standards to receive and display short messages at their mobile
stations when the subscriber is on a call.
7.0 9-30-98 terminals
CDMA Voice/Traffic Privacy - This feature encrypts the end-user data (voice standards
signal standards carried on the digital traffic channel for IS95A mobile.
7.0 9-30-98 terminals
CDMA OTASP Standardized IS-41 Interfaces - Compliance with standards. Update standards
IS-41 standards messaging used for OTA for standards compliance.
7.0 9-30-98 terminals
Six Way Soft Handoff - Expands the number of allowable soft handoff legs to standards
allow the standards mobile to more rapidly respond to changing RF environments
and ultimately reduce dropped call rates.
8.0 3-31-99 terminals
CDMA User Zone Platform (formerly Phase 1) - Allows service providers to define standards
the standards private network by network ID. User Zone ID shall be used to group
desired features together and assign them to the subscribed end users.
8.1 6-30-99 terminals
CDMA Packet Switch Data (terminal dependency) - This feature provides a standards
subscriber the standards ability to transmit burst of data over a packet data
network.
8.0 3-31-99 terminals
OTA A-Key Exchange (terminal dependency) - This feature allows an authentication standards
(A-Key) standards to be generated over the air using the Diffie-Hellman
cryptographic exchange method without transmitting the A-key itself OTA.
8.1 6-30-99 terminals
User Zone Enhanced Parameters (formerly Phase II) - This feature allows service standards
standards providers to define a private network by Network ID (NID) as defined
in the IS95/J_STD_008 CDMA standard.
8.0 3-31-99
CDMA Packet Pipe 16 - This feature increases the packet pipe size from 8 DS0s to
16 DS0s.
8.0 3-31-99
CDMA Packet Pipe Engineering Optimization - This feature optimizes the overall
utilization of packet pipes in a mixed vocoder service MSC.
8.0 3-31-99 terminals
CDMA SMS Mobile Originated/Ack. Over Traffic Channel - This feature allows a standards
subscriber standards to create a short message and send it via the MSC for
delivery to the Message Center (MC), even when the subscriber is on a call.
8.0 3-31-99 terminals
CDMA SMS Mobile Originiated/Ack. Over Access Channel - This feature allows a standards
CDMA mobile standards with Mobile-Originated STM capability to send STMs over
the CDMA access channel to a cell site which forwards the message to a message
center via the MSC.
8.0 3-31-99
Undeclared Neighbor List - This feature supports the storage of neighbor
candidates that are reported by a mobile which are not contained in a cell
site's candidate (neighbor) list.
8.1 6-30-99 terminals
CDMA OTASP Re-Auth Voice Privacy and SME (mobile dependency) - This feature standards
allows standards mobiles with a new A_Key to use OTASP A-Key exchange capability
to run SME and/or VP on the CDMA traffic channel.
NOTE:
Feature list, feature description and availability dates for CDMA Release
7.0, CDMA Release 8.0, CDMA 9.0, WIN 2.2, 3.0 are for planning purposes
only and do not represent a Lucent commitment.
</TABLE>
<PAGE>
WIN FEATURES
EXHIBIT C1
WIN 1.1 Delivered SMS 1395.12 Support for 1000 HLR TPH
SMS 1738 SMS Data Retrofit (HPUX 9/Sybase 10 to HPUX 10/Sybase 11)
SMS 1469 SMS AC Sub. Migration
SMS sms526 SMS Service GUI for AC
SMS 1727 SMS Provisioning Utility for Update AC Subscriber
SPA W2548 AC Integrated with SHLR
SPA W3120 Authentication Center Updates
SCP 1244.02 CORC Update
SMS 1586 HPUX10 Migration (release 9 to 10)
SCP 1370 Nortel Immediate Court Order Surveillance
SPA 1381 Msg. Support for NT Authentication Center
SPA W2696 Nortel Authentication on SHLR
SPA W2552 Nortel Extensions for ICOS on the SHLR
SPA W2724 Nortel Extensions for Call Forwarding Billing
SMS 1395.14 Support for 64 Users (Sprint PCS)
SMS sms531 Migrate JAM GUI into PC GUI
SMS 1747 PC Gui Partial Update Screen
SMS 1581 Print SMS Table View from PC GUI
SCP 1255.01 SLL Compiler Support for CAVE Algorithm
SCP 1255.02 IS41 Rev C for Authentication Center
SCP 1311 Support of 512 MB on R7 P6 Processor
SPA W3034 SMS-C Temination Addressing on SHLR
SMS sms538 SMS Display of HLR Data
SMS 1577.00 TNM Interfaces and alarms
SCP 1400.00 SCP/SHLR Impacts for Short Message Service Center
WIN 1.2 Delivered
SMS 1582 Increase SMS SW NE Limit
SCP 1327 OTAF/Actiview TCP/IP Interface
SCP 1197 TCP/IP SCP Support
SMS 1737 SMS Support for Std OTAF
SPA W2697 Standardized OTAF
SPA W2704 WSCP OTAF
WIN 1.3 May 15, 1998
SMS sms534 SMS Actiview Query
SMS sms525 SMS Actiview Interface for AC
SMS sms590 SPA Cross Validation
SMS 1751 SMS Support for 1500 New Subscriber Inserts/Hour Thru SGS
WIN 2.0 May 15, 1998
SMS 1748 SMS Copy Record
SMS 1800 Change MIN (Mobile Identification Number) Index
SCP 1428 CDMA and TDMA Circuit Mode Data Services
SMS 1428.01 SMS Supt. for Data Services
SPA W2841 CS Data/G3 Fax on SHLR
SCP 1131.82 R8 Upgrade/Retrofit for Sprint PCS
SCP 1244.04 RTDB Retrofit
SMS 1395.16 SMS RTDB Retrofit
SMS 1400.01 Support for SHLR SMSC Update
SPA W3117 SMS-C Termination Addressing on SHLR
SPA W3117 SMS-C Origination Restriction on SHLR
SCE 1397 RTDB Migration Map
SMS 1366.09 SMS Support for 20 Network Elements
SCP 1244.06 Wireless SCP Inter-SPA Communication
WIN 2.1 August 1998
SMS 1752 New Subscribers Insertions 2500 TPH
SCP 1771 SPVM/SPAFU Support for Update Processing
SCP 1673.01 Reverse Migration Map File (SCP)
SMS 1659 SPVM Improvements
SMS 1771.01 SPVM/SPAFU Support for Update Processing
One Time Feature Indicator
Support of SSD Update and Unique Challenge on Control Channel
A.C. Provisioning Report
WIN 2.2 Feb 1, 1999
SMS 1472 SMS Capacity Support for 5 Million Subscribers
SCP 2349 SCP Support: Packet Mode Data
SMS 2350 SMS Support: Packet Mode Data
SPA 2348 SHLR Support: Packet Mode Data
SCP 2076 SCP Support: IS683A Compliance (OTAF enhancements)
SMS 2077 SMS Support: IS683A Compliance (OTAF enhancements)
SPA IS683A rev 17 Compliance, 5K, Std PRL, Program Lock
SCP 1374 WSCP - CDMA OTASP SSD UPDATE & A-KEY EXCHANGE PROCEDURES
SCP W2862 A-key Exchange/SSD Update
SPA W3037 Standardized A-key Exchange/SSD Update
SPA W2706 WSCP OTAF A-key
SMS 1750 CORC Updates Improvement (Improved Performance)
SCP 1244.03 RTDB Data Audit from SMS
SMS sms148 RTDB Audits
SCP 1573 TCP/IP Interface between SCP and SMS (SCP)
SMS 1573.01 TCP/IP Interface between SCP and SMS (SMS)
SMS 1745 Monitoring TCP/IP Link to SCP
SCP 2080 SCP support for User Zone (CDMA Phase 2 equivalent)
SMS 2079 SMS support for User Zone (CDMA Phase 2 equivalent)
SPA 2078 SHLR support for User Zone (CDMA Phase 2 equivalent)
SCP OTAF support for Bilingual Mobile Handset
WIN 3.0 July 1, 1999
See Note
SMS 1759 SMS Support of Share Secret Data via Sendtext
SMS 2291 SMS Support of Unique Challenge via Sendtext
SCP SMS Database Query
SMS 2474 SMS support for Encrypted A-Key
SCP 2475 SCP support for Decryption of A-Key
SMS 2276 TCMON or Trap and Trace
SPA 1767 Flexible Alerting (SPA)
SMS 1767.01 Flexible Alerting (SMS)
SCP 2085 Flexible Alerting (SCP)
SCP 1376 TCP/IP Interface between SCP Mates
SMS SMS support for 7M subscribers
SCP WLNP support on SCP/HLR
SMS WLNP support on SMS
Note: Owner will provide the candidate features list for WIN 3.0 to the Vendor
before 7/15/98 and Vendor will confirm features prior to 8/1/98.
<PAGE>
ACTIVIEW FEATURES
EXHIBIT C1
Release 4.0 April 1998
Providing a new Preferred |Roaming List (PRL) Selection UMT to enable
ACTIVIEW to select the proper roaming list.
Provisioning and Support of Dual Mode Handsets (PCS & Cellular).
Provisoning and Support of Short Message Service via the New ACTIVIEW to
AirMedia Interface.
ACTIVIEW Cellualr MIN Window and Database to enable the Customer Advocate
to enter a Cellualr MIN.
Improvement to the Paging Interface to recognize Local or National pager
for slightly different provisioning.
Release 5.0 August 14, 1998
Service Guard (Hot Backup of the ACTIVIEW product)
SMSC (Support for Short Message Service Center - Messaging Gateway to SirMedia).
Circuit Swtiched Data Provisioning support.
Automated PRL (Preferred Roaming List) download using OTAF.
Support for Manual A-Key provisioning.
Support for SSD (Shared Secret Data) update.
Programming Control functions (ability to turn certain features ON and Off.
Support for Rev. A handsets via OTA (Affects WIN).
A-Key exchange via OTAF (Affects WIN).
SMSC provisioning on the HLR (Affects SMS).
Release 6.0 May 15, 1999
SMS support of Packet Data
SMS support of OTAF enhancements (Large PRL)
Support of IS 683A Standards
Standardized A-Key Exchange and SSD Update
WSCP OTAF A-Key
SMS support for User Zone
GUI Enhancements to Actiview
Release 7.0 Oct 15, 1999
SMS Database Query
Voice Privacy
Re-Authentication
WNP
<PAGE>
ADDS FEATURES
EXHIBIT C1
Release 2.0 April 1998
Data Gateway
Graphic Analysis Tools
Network Reporting
Order Activity
Change Order Process Enhancement
Hyper-Text On-Line Help
On-Line MS Word Data Generation
Release 3.0 January 1, 1999
Full feature functionality for all releases from v.1.6.2-v.3.0 as currently
defined
Intranet functionality for order mediation and Inventory Management
(Includes client Software only. Owner must purchase user License direct
from Netscape)
Upgrade to Oracle 7.3
All documentation, installation, maintenance and support equivalent with
current levels.
Release 3.1 April 1999
All Y2K fixes.
Any additional features developed specifically for v.3.1 at a date later
than this agreement.
All documentation, installation, maintenance and support equivalent with
current levels.
<PAGE>
TIM (NFM) FEATURES
EXHIBIT C1
Release 6.2 Sept. 1, 1998
Java Support
Web Based Client Interface
Q3 CMIP
Year 2000 Compliant
Release 7.0 July 1, 1999
CORBA
SNMP
Reporting Tool
Alarm Support for Motorola
<PAGE>
EXHIBIT D.BTS
LUCENT TECHNOLOGIES D.BTS
BASE STATION REQUIREMENTS
DEFINITIONS:
Carrier: A 1.25 MHz radio channel that is used in pairs, one for the
downlink (BTS to mobile) and a second on the uplink (mobile to BTS).
Effective Voice Channel: An effective voice channel is a channel element in
a sector that supports voice traffic. This is exclusive of channel elements
required for paging, synchronization, pilot, soft hand-off, softer hand-off,
soft-softer hand-off or other maintenance activities. As such, the effective
voice channel is used to calculate the traffic capacity, measured in Erlangs, of
a sector.
Hard hand-off: Hand off from carrier to carrier; either within a sector,
between different sectors, or between different cells.
Inter system hand-off: A hand-off between two MSCs or BSCs. The MSCs and / or
BSCs may be from different vendors.
Macro BTS (Minicell): A full range cell. A micro cell is smaller than macro
cell and is designed for "hot spots".
Operations and Maintenance Platform (OMP): An element level management
system that controls and monitors the switching and radio subsystems. The radio
and switching OMPs may be different.
Outdoor BTS: A self contained unit that is environmentally hardened, and has
self contained battery backup. Any type of BTS can be an outdoor BTS.
Pico BTS: Low power, low capacity cell primary for deployment in building. Can
also be used outdoor.
PCS bands: The FCC designated bands for PCS operation are as follows:
- ------------------------ ---------------------------- -------------------------
Block Mobile Transmit (MHz) Base Transmit (MHz)
- ------------------------ ---------------------------- -------------------------
- ------------------------ ---------------------------- -------------------------
A 1850-1865 1930-1945
- ------------------------ ---------------------------- -------------------------
- ------------------------ ---------------------------- -------------------------
D 1865-1870 1945-1950
- ------------------------ ---------------------------- -------------------------
- ------------------------ ---------------------------- -------------------------
B 1870-1885 1950-1965
- ------------------------ ---------------------------- -------------------------
- ------------------------ ---------------------------- -------------------------
E 1885-1890 1965-1970
- ------------------------ ---------------------------- -------------------------
- ------------------------ ---------------------------- -------------------------
F 1890-1895 1970-1975
- ------------------------ ---------------------------- -------------------------
- ------------------------ ---------------------------- -------------------------
C 1895-1910 1975-1990
- ------------------------ ---------------------------- -------------------------
Physical Traffic Channels: Channel elements that are used to perform processing
in a sector. These channels can be used for pilot, paging, voice and all
versions of soft hand-off. Soft hand-off: Hand-off that involves 2 or 3 cells on
the same carrier. A soft hand-off will result in no more than 2 frames lost.
Softer hand-off: Hand-off from sector to sector within a cell. This shall be
performed on the same carrier. A softer hand-off will result in no more than 2
frames lost. Soft softer hand-off: Hand-off between 2 sectors of one cell and a
sector of a different cell on the same carrier.
<PAGE>
EXHIBIT D.BTS: BTS REQUIREMENTS:
GENERAL:
Unless specifically excepted, the following requirements apply to all BTS
products, indoor and outdoor.
D.BTS.1 AIR INTERFACE REQUIREMENTS:
D.BTS.1.1 COMPLIANCE TO STANDARDS:
All BTS equipment must comply with ANSI-J-STD-008 and shall support rate set 2
and multiplex option 2 as described in ANSI-J-008. This will ensure
compatibility with 14.4 kbps and 9.6 kbps data rates.
D.BTS.1.2 HAND-OFF CAPABILITY:
The BTS shall have the capability to support the following types of hand-offs:
Soft hand-off: Hand-off that involves 2 or 3 cells on the same carrier. A soft
hand-off will result in no more than 2 frames lost. Softer: Hand off from sector
to sector within a cell. This shall be performed on the same carrier. A softer
hand-off will result in no more than 2 frames lost. Soft softer: Hand-off
between 2 sectors of one cell and a sector of a different cell. A Soft-softer
hand-off will result in no more than 2 frames lost. Hard hand-off: Hand-off from
carrier to carrier either within a sector or between different cells.
Acquisition time is less than 200ms and number of lost frames is less than 15.
Interfrequency hand-off: A hand-off between a 1.9 Ghz and a 850 Mhz system.
Acquisition time is less than 200ms.
In all cases the hand-off process must perform as described in ANSI-J-STD-008.
D.BTS.1.3 INTER BAND HARD HAND-OFF:
The BTS shall be able to support band to band hard hand-off. Such a hand-off
must support a hand-off between any combination of bands A-F of the FCC
allocated PCS spectrum. When such hand-offs are inter-vendor they shall be
supported to the extent that appropriate standards exist.
D.BTS.2 REQUIREMENTS FOR MULTI CARRIER OPERATION:
D.BTS.2.1 HARDWARE:
D.BTS.2.1.1 Growth pattern to accommodate multiple carriers:
The Owner requires that the PCS CDMA macro cellular product (both indoor and
outdoor) grow to accommodate at least 6 CDMA 1.25 carriers for each 3 sector
site. The growth from one carrier to 6 carriers can be achieved by adding
additional bays to an existing initial bay. The growth hardware must include
whatever cabling, combining, amplification, and duplexing is needed to provide
for additional carriers.
D.BTS.2.1.2 Antenna requirements:
The Owner will be deploying its PCS products with as few antennas as possible.
The CDMA BTS can support up to two (2) CDMA carriers per sector on two (2)
antennas per sector. This requires the inclusion of additional Duplexers (Full
Duplex Option). In this configuration, both antennas operate as transmit and
receive. The standard configuration includes two (2) duplex filters.
This allows both (1) antennae to operate as transmit and receive.
<PAGE>
D.BTS.2.2 TRAFFIC MANAGEMENT:
In a multi carrier operation, the radio subsystems must be able to manage
traffic across any carrier that may be present in a particular sector. Traffic
management is defined as the ability to balance traffic as follows:
1) Originate and terminate calls on or to any carrier present in a sector.
2) The ability to dynamically move a call in process from one carrier to
another carrier that is on a separate frequency.
D.BTS.2.2.1 Load balancing during origination and termination:
The system shall implement a function which will allocate originations and
terminations across the available CDMA carriers. Allocation is to be based upon
the available capacity in each sector.
D.BTS.2.2.2 Load balancing for a call in process:
For the purpose of executing hand-offs, the system shall have the ability to
move users between carriers during an active call on a dynamic basis. This will
be done when the traffic on any particular channel exceeds the designed loading
objectives and a user or users must be moved to another, less utilized
frequency.
D.BTS.2.2.3 Traffic capacity:
The traffic capacity of a sector, measured in Erlangs, is based upon the total
traffic channels available in a sector. The total channels are calculated as
follows:
N = number of effective traffic channels available on a carrier at a
particular loading (percentage of pole). This number excludes the channels
required for overhead channels and hand-offs.
C = number of carriers in a sector Total Channels = N x C
The total channels are to be used in the appropriate Erlang table to determine
the capacity of a sector. This capacity criterion shall apply to both calls in
progress or call origination or termination.
D.BTS.2.3 POOLING PHYSICAL ELEMENTS WITHIN A CARRIER:
The BTS shall be able to pool physical traffic channels across all sectors using
the same carrier frequency. As such, a voice channel on a particular carrier
frequency in any sector of a BTS can utilize any physical traffic channels
element assigned to the same carrier frequency. This capability allows for the
pooling of all the physical channels equipped within one BTS cabinet.
D.BTS.2.4 CHANNEL CARD CAPACITY:
The Vendor shall supply channel cards that are capable of supporting at least
ten (10) physical traffic channels per card.
D.BTS.3 CONTROL REQUIREMENTS:
D.BTS.3.1 ABILITY TO RETUNE FREQUENCIES REMOTELY:
The base transceiver station must have the ability to tune any channel within a
block of the PCS band (1850-1910 Mhz, 1930-1990 Mhz). The re-tuning capability
must be administered remotely via the OMP.
D.BTS.3.2 ABILITY TO PERFORM T1 OR OTHER TRANSMISSION LOOP BACK
REMOTELY:
The BTS / MSC must have the ability to perform T1 loop backs remotely
from the MSC. The Vendor and the Owner shall mutually agree to dates and
requirements for transmission interfaces to have loopback that the BTS may
support.
D.BTS.3.3 TELEMETRY AND ALARMS:
Telemetry and alarming capability are provided with the BTS software. These
capabilities include the collection of data and alarms related to the following
cell site systems: environmental (high and low
<PAGE>
temperatures), GPS receiver, power and battery, RF and other BTS hardware.
Telemetry and alarm information is to be collected and reported automatically to
the OMP via data links.
D.BTS.3.4 AUTOMATIC INVENTORY:
The BTS shall have the ability to automatically inventory equipment.
D.BTS.4 ENVIRONMENTAL REQUIREMENTS:
D.BTS.4.1 OUTDOOR CABINETS:
The BTS shall meet all environmental and physical requirements of Bellcore
TA-NWT-000487, "Generic Requirements For Electronic Equipment Cabinets, Issue
2-June 1993" and NEMA UL-50, Type 3R. The exception to TA-NWT-000487 is the
amount of battery back-up supported. UL certification is required.
D.BTS.4.2 ALTITUDE:
All BTS equipment specifications outlined in this exhibit shall be maintained
for altitude ranges from 0 to 10,000 ft.
D.BTS.4.3 TEMPERATURE RANGE AND HUMIDITY:
* Denotes ambient temperature of room (indoor) or outside of cabinet
(outdoor D.BTS4.3.1 Standard Outdoor unit:
Temperature: -40(degree) to +46(degree)C*
Humidity: 0% to + 100% RH
D.BTS4.3.2 Optional High Temperature Outdoor Unit:
Temperature: -40(degree) to +52(degree)C*
Humidity: 0% to + 100% RH
D.BTS4.3.3 Indoor unit:
Temperature: 0(degree) to +50(degree)C*
Humidity: +20% to +55% RH
D.BTS.4.4 ENVIRONMENTAL CONTROL MECHANISM:
The CDMA BTS utilizes a combination of convection cooling, forced air and heat
exchangers to meet the minimum requirements. Additional heat exchangers and
modifications to the forced air system may be used in some optional high
temperature outdoor unit.
D.BTS.4.5 SEISMIC:
All Base Stations will be BELLCORE Zone 4 Compliant per TR-NWT-000063. This
specification applies to the Cabinet or Frame structure. Optional bracing may be
required in Zone 4 areas to provide support of the Cabinet or Frame for indoor
applications.
D.BTS.4.6 EMI:
Emission levels must meet FCC part 24, "Radiated and conducted Emissions for
Cellular Telephone Systems" and Bellcore GR-1089-CORE Section 3.
D.BTS.4.7 ELECTROMAGNETIC SUSCEPTIBILITY:
The Minicell complies to FCC part 15, class B.
D.BTS.4.8 LIGHTNING PROTECTION AND GROUNDING:
The CDMA BTS shall have lightning protection in compliance with IEEE C62.41-1992
category C, high exposure for lightning. This protection is part of the CDMA BTS
design. Commercial AC power and T1/E1 facilities are particularly susceptible to
lightning surges and shall be properly protected. An appropriate surge
protection device shall be installed at the service entry point and shall be
connected directly to the Ground Electrode System. The lightning protection and
grounding is compliant when installation is performed per Vendor guidelines.
<PAGE>
D.BTS.4.9 60 HZ INDUCTION EFFECTS:
The CDMA BTS transmission facility interface shall meet the appropriate "60 Hz
Effects" of TR-NWT-00499.
D.BTS.5 POWER REQUIREMENTS:
D.BTS.5.1 LINE VOLTAGE:
Outdoor:
208-240 Vac, 50 to 60 Hz, single phase.
Indoor:
The Indoor version of the BTS must support both DC and AC power supplies as
follows:
DC: +25V to + 28V at Minicell input.
AC: 110-220 Vac, 50 to 60 Hz, single phase (This will be input to the power
cabinet and the power cabinet will provide the required DC input to the
Minicell).
D.BTS.5.2 POWER REQUIREMENTS:
The Power equipment used to supply and distribute DC and AC power to the BTS
must meet or exceed the specifications identified in Vendor Document MTO-3D-131.
D.BTS.5.2.1 ADDITIONAL POWER INFORMATION:
Additional power specification can be found in Exhibit D.Power.
D.BTS.6 TRANSMISSION REQUIREMENTS:
D.BTS.6.1 INTERFACES:
The BTS must be able to support a standard T1 (ANSI T1.403) interface. All T1
links between the BTS and Transcoder at the MSC are to support multiplexed
packetized voice channels on a set of DSOs referred to as the packet pipe. The
concentration of the CDMA packetized voice traffic to the conventional 64PCM
voice channel will vary with the bit rate of the voice encoding (Vocoders)
scheme.
<TABLE>
- ---------------------- -------------------- --------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Packet Pipe # 8 kbit Chan. w/ #8 kbit Chls. w/ 13kbit Chls. w/ 13 kbit Chls. w/
Size 64K DSOs 56K DSOs 64K DSOs 56K DSOs
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
2 6 5 4 3
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
3 10 9 7 6
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
4 14 12 10 8
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
5 18 16 12 11
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
6 22 19 15 13
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
7 26 22 18 15
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
8 30 26 21 19
- ---------------------- -------------------- --------------------- --------------------- --------------------
</TABLE>
D.BTS.6.1.1 T1 transmission interface:
The transmission interface is T1 and must have integrated CSU functionality.
There shall also be an option to terminate a second T1 span for facility
redundancy. The T1 interface must be compatible with B8ZS line coding. All T1
alarm and performance information shall be collected by the OMP.
D.BTS.6.1.2 Add / drop capability for T1 interface:
The BTS configured with a T1 interface must have the option to perform add /
drop multiplexing thereby permitting a chaining of BTSs onto a single link T1.
The Switching and or Base Station Controller must be able to support multiple
BTSs on a single link.
<PAGE>
D.BTS.7 OTHER BTS REQUIREMENTS:
D.BTS.7.1 SYNCHRONIZATION:
The Global Positioning System shall have an internal clock (oscillator) as a
back-up timing source. In the case of failure of the GPS receiver, an internal
clock shall provide timing for at least 24 hours such that all CDMA
Pseudo-random numbers can be synchronized within + / - 10 micro seconds of each
other during this period. Vendor's clock should meet ANSI standard ANSI-
J-Std-019 (Recommended Minimum Performance Requirements for Base Stations
Supporting 1.8 to 2.0 Ghz Code Division Multiple Access (CDMA) Personal Stations
Section #4.3.1).
D.BTS.7.2 CONNECTORS:
All connections (e.g., transmission, antenna, power, and other cabling) to the
BTS shall be connectorized with standard, commercially available and industry
accepted connectors.
D.BTS.7.3 CELL SITE MONITORING CAPABILITIES:
The Vendor is to provide, as an option, the ability to perform remote call
processing diagnostics via CRTU (CDMA Radio Test Unit).
D.BTS.7.4 SOFTWARE DOWNLOAD ABILITY:
All software for the base station shall be downloaded from the MSC. The software
download shall be broadcast to multiple BTSs simultaneously. A software download
shall not remove the BTS from service for a period in excess of 15 minutes.
Remote rebooting of each BTS may be included. The Vendor shall use its best
efforts to reduce the amount of downtime required.
D.BTS.7.5 RECEIVER SENSITIVITY:
Base Station receiver sensitivity shall be measured at the Base Station site
equipment level. Antenna, connector or cable losses are not included as part of
this measurement. Mast mount or external Low Noise Amplifier (LNA) equipment
shall not be included as part of, or included with, this measurement. Lightning
suppression devices which contribute loss to these systems will be included if
this suppression device is located at or with the Base Station site equipment.
Mast mount or coax line feed installed suppression devices will be included in
the antenna / coax feed loss budget.
Sensitivity measurements shall include any internal cell sites equipment
internal (e.g., LNA, frequency selective components such as band pass or band
reject filters, and receiver path signal).
D.BTS.7.5.1 Multicarrier Receiver Performance:
The requirements for receiver sensitivity and demodulation must be the same for
a single carrier per sector as well as for multiple carriers per sector sharing
the same antenna per D.BTS.2.1.2. This will ensure that the reverse link budget
in the multicarrier case is the same as in the single carrier case. The tests
outlined below will be performed for both single and multiple carriers per
sector. The performance metrics given in D.BTS.7.5.2 and D.BTS.7.5.3 must be the
same in the single carrier case as in the multi-carrier case.
D.BTS.7.5.2 Receiver Sensitivity:
Receiver sensitivity shall be compliant with PN3383, (Draft American National
Standard or Telecommunications - Recommended Minimum Performance Requirement for
Base Stations Supporting 1.8 to 2.0 GHz Code Division Multiple Access (CDMA)
Personal Stations) with the following clarification / exceptions.
Baud rate = 14.4 kbps
Item 2 in section 3.4.1.2 Method of Measurements should be amended to read
<PAGE>
Adjust the equipment to ensure that signal power of -119.8 dBm per RF
input port is not exceeded. Reverse Traffic Channel power control in the
personal station simulator should not be disabled (see 6.4.3 of PN3383).
For a 7dB Eb / No, the guaranteed base station receiver sensitivity is -119.8
dBm. The minimum requirement is -119.8 dBm.
D.BTS.7.5.3 Demodulation Requirements; Base Station Receive Performance in
Multipath Fading with Closed Loop Power Control: Base station receive
performance in multipath fading with closed loop power control shall be
compliant with PN3383, (American National Standards for Telecommunications -
Recommended Minimum Performance Requirement for Base Stations Supporting 1.8 to
2.0 GHz Code Division Multiple Access (CDMA) Personal Stations) with the
following clarification / exceptions:
Use Rate Set 2
Follow the procedures outlined in Section 3.3 of PN3383. Use modified
versions of Table 3.3.1 and 3.3.2 supplied below. Perform the tests
outlined in section 3.3.3 of PN3383.
<PAGE>
Created on: 4-15-98
Printed 08/08/98
Table 3.3.1 Parameters for Rate Set 1 Demodulation Tests
-----------------------------
Eb / No Limits (dB)
-----------------------------
- ---------------- -------------- ----------------- -------------- --------------
Case Test Channel Lower Upper
Simulator
Configuration
Number
- ---------------- -------------- ----------------- -------------- --------------
- ---------------- -------------- ----------------- -------------- --------------
1 3.3.1 None 4.05 4.65
- ---------------- -------------- ----------------- -------------- --------------
- ---------------- -------------- ----------------- -------------- --------------
2(a) 3.3.2 1 10.35 10.95
- ---------------- -------------- ----------------- -------------- --------------
- ---------------- -------------- ----------------- -------------- --------------
2(b) 3.3.2 2 9.0 9.6
- ---------------- -------------- ----------------- -------------- --------------
- ---------------- -------------- ----------------- -------------- --------------
2(c) 3.3.2 3 8.0 8.6
- ---------------- -------------- ----------------- -------------- --------------
- ---------------- -------------- ----------------- -------------- --------------
2(d) 3.3.2 3 8.4 9.0
- ---------------- -------------- ----------------- -------------- --------------
- ---------------- -------------- ----------------- -------------- --------------
3(a) 3.3.3 1 6.3 6.9
- ---------------- -------------- ----------------- -------------- --------------
- ---------------- -------------- ----------------- -------------- --------------
3(b) 3.3.3 2 7.6 8.2
- ---------------- -------------- ----------------- -------------- --------------
Table 3.3.2 Parameters for Rate Set 2 Demodulation Tests
-----------------------------
Eb / No Limits (dB)
-----------------------------
- ---------------- -------------- ----------------- -------------- --------------
Case Test Channel Lower Upper
Simulator
Configuration
Number
- ---------------- -------------- ----------------- -------------- --------------
- ---------------- -------------- ----------------- -------------- --------------
1 3.3.1 None 3.2 3.8
- ---------------- -------------- ----------------- -------------- --------------
- ---------------- -------------- ----------------- -------------- --------------
2(a) 3.3.2 1 9.9 10.5
- ---------------- -------------- ----------------- -------------- --------------
- ---------------- -------------- ----------------- -----------------------------
2(b) 3.3.2 2 Not required
- ---------------- -------------- ----------------- -----------------------------
- ---------------- -------------- ----------------- -------------- --------------
2(c) 3.3.2 3 7.7 8.3
- ---------------- -------------- ----------------- -------------- --------------
- ---------------- -------------- ----------------- -------------- --------------
2(d) 3.3.2 3 8.1 8.7
- ---------------- -------------- ----------------- -------------- --------------
- ---------------- -------------- ----------------- -------------- --------------
3(a) 3.3.3 1 5.8 6.4
- ---------------- -------------- ----------------- -------------- --------------
- ---------------- -------------- ----------------- -------------- --------------
3(b) 3.3.3 2 8.3 8.9
- ---------------- -------------- ----------------- -------------- --------------
<PAGE>
D.BTS.8 RELIABILITY:
D.BTS.8.1 REDUNDANCY:
Channel cards: N + 1
Power supply: N + 1
Synchronization: GPS receiver must have a highly stable local oscillator per
"D.BTS.7.1: Synchronization".
D.BTS.8.2 OVERALL RELIABILITY:
The MTBF for a failure that reduces the traffic capacity or the ability to
initiate or terminate calls shall be equal to or greater than 4.27 years (as
calculated per Schedule 2) for a 3-sectored BTS. A traffic reducing failure is
defined as a failure that removes one or more effective voice channel (Erlang
bearing voice channel) from one or more sectors.
Component level reliability is given in Schedule 2.
<PAGE>
LUCENT TECHNOLOGIES SCHEDULE 1 - D.BTS
Base Station Compliance and Roll Out Schedule
A 4 means that the Vendor currently meets the requirement.
General Availability
BTS Section Description -
1.0 AIR INTERFACE REQUIREMENTS : 4
1.1 Compliance of STDs 4
1.2 HAND-OFF CAPABILITY: 4
1.3 INTER BAND HAND-OFF: 4
2.0 MULTI-CARRIER: -
2.1 HARDWARE: -
2.1.1 Multi-Carriers -
3 Carriers/Sector 4
4-6 Carriers/Sector 4
2.1.2 Antenna Requirements: 2carriers per sector
on 2 antennas 4
2.2 TRAFFIC MANAGEMENT: -
2.2.1 Load Balancing on call setups 4
2.2.2 Load Balance during handoffs 4
2.2.3 Traffic Capacity 4
2.3 Pooling of traffic channels 4
2.2.4 Expanded Channel Element Card
(10 Channel CCU) 4
3.0 CONTROL REQUIREMENTS: -
3.1 Retune Frequency Remotely 4
3.2 T1 Remote Loopback 4
3.3 Telemetry Alarms 4
3.4 Automatic Inventory 4
4.0 ENVIRONMENTAL REQUIREMENTS: -
4.1 Outdoor Cabinets 4
4.2 Altitudes 4
4.3 Temperature & Humidity 4
4.4 Environmental Control Mechanism 4
4.5 Seismic 4
4.6 EMI 4
4.7 Electromagnetic 4
4.8 Lighting Protection 4
4.9 60 Hz Induction Effects 4
5.0 POWER REQUIREMENTS -
5.1 Line Voltage 4
5.2 Power Requirements 4
5.3 Power Supply Redundancy 4
6.0 TRANSMISSION: -
6.1 Interfaces 4
6.1.1 T1 Transmission Interface 4
6.1.2 Integrated Add / Drop 3Q98
7.0 OTHER BTS REQUIREMENTS: -
7.1 Synchronization 4
7.2 Rear Access 4
7.3 Cell Site Monitoring 4
7.4 Software Download 4
7.5 Receiver Sensitivity 4
8.0 RELIABILITY: -
8.1 Redundancy 4
8.2 Overall and Component Reliability 4 as per
the attachment
<PAGE>
LUCENT TECHNOLOGIES SCHEDULE 2 - D.BTS
BTS Reliability
CDMA PCS (1.8 GHz) Minicell
Component Mean-Time-Between-Failure
<TABLE>
Mean-Time
Between Failure
Component Name Component Code (Hours)
<S> <C> <C>
Radio Control Complex TN167 586,132
- ---------------------
Core Processor Unit (CPU) TN168 1,870,557
Network Control Interface (NCI) TN169 389,499
Memory (MEM) UN166 1,152,206
Alarm / FITS Interface (AFI) UN524 874,967
Central Processing Unit (CPI) 415AC 397,852
Power Converter Unit (PCU)
CDMA Radio Shelf
CDMA Channel Unit (CCU) TN1701 777,001
Bus Interface Unit (BIU) TN1702 387,837
Synchronize Clock & Tone (SCT) TN1703 736,703
CDMA Cluster Controller (CCC) TN1852 979,624
Analog Conversion Unit (ACU) TN1853 726,111
Digital Facility Interface (DFI) TN3500 1,122,334
Baseband Combiner & Radio (BCR) 44WR1 325,140
Power Converter Unit (PCU) 415AE 397,852
CDMA Transmit Unit Shelf
20W Transmit Power Amplifier (TPA) 44WA6 191,791
TPA Power Supply (TPA-PS) 418,936
Alarm Control Board (ACB) BLB1 NA
Tx Amplifier QCPA-1900
Tx UP Board Assembly BLB2 1,847,746
Reference Freq. & Time Generator
Reference Frequency & Timing Generator KS24019
Customer Service Unit (CSU) Shelf
Customer Service Unit (CSU) 333,367
Shelf Interface Unit (SIU) 1,617,599
</TABLE>
<PAGE>
CDMA Radio Test Unit (CRTU)
CDMA Radio Test Unit (CTRU)
Radio Switch Panel (RSP)
The estimates for Mean-Time-Between-Failure (MTBF) for the major CDMA PCS
components shown are based on typical environmental conditions for the CDMA
growth frame which have been derated by 10% for the outdoor cabinet
configurations.
All of the Radio Control Complex (RCC) components are duplicated for redundancy.
Failure of any of the RCC components will not result in a loss of service.
In the CDMA Radio Shelf, loss of CDMA Channel Unit (CCU) will result in a loss
of capacity, but the system will be able to provide service on the remaining
CCU's. The system will be able to reconfigure CCU's assigned to pilot, sync,
page, and access channels as necessary to maintain service. The Synchronize
Clock and Tone (SCT) is duplicated for redundancy; failure will not result in a
loss of service. The system can reconfigure in the event of a loss of CDMA
Cluster Controller (CCC), such that failure of a CCC will result in a loss of
capacity but the system will still provide service to each sector. Failure of
the Bus Interface Unit (BIU), Analog Conversion Unit (ACU), Baseband Combiner
Radio (BCR), or Power Converter Unit (PCU) will result in a loss of service to
one sector.
Failure of any of the CDMA Transmit Unit Shelf components with the exception of
the Alarm Control Board (SCB) will result in a loss of service to one sector.
The Alarm Control Board (SCB) is not service affecting.
In the event of a single failure in the Reference Frequency and Test Generator
(RFTG), redundancy within the RFTG shall maintain synchronization with all other
CDMA cell sites for 24 hours. In the event of a double failure within the RFTG,
synchronization shall be maintained for a minimum of 4 hours.
The Shelf Interface Unit (SIU), CDMA Radio Test Unit (CRTU), and Radio Switch
Panel (RSP) are not service affecting.
Reliability information on the Transmit and Receive Filters are not available at
this time and are not included in the system MTFB discussed below. Generally,
for system with receive diversity, failures in the receive path are not
considered service affecting.
Failure of the entire system (loss of all traffic channels) will result from the
failure of the Digital Facility Interface (DFI) or Channel Service Unit (CSU).
The Mean-Time-Between-Failures (MTFB) of these two units is 257,000 hours.
<PAGE>
The loss of one or more traffic channels in a sector due to the loss of an
amplifier or other common electronics will result from the failure of the Bus
Interface Unit (BIU), Analog Conversion Unit (ACU), Baseband Combiner Radio
(BCR), or Power Converter Unit (PCU) in the CDMA Radio Shelf; or from a failure
of the Transmit Power Amplifier (TPA), TPA Power Supply (TPA-PS), Tx Amplifier
(Tx AMP), or the Tx UP Board in the CDMA Transmit Unit Shelf. The
Mean-Time-Between-Failure (MTBF) associated with these units is 40,860 hours.
<PAGE>
EXHIBIT D.MSC
LUCENT TECHNOLOGIES D.MSC
D.MSC.1 FEATURES AND FUNCTIONALITIES:
The MSC shall include the functions assigned to the Visitor Location Register
(VLR) in IS-41 Rev. C. In the remainder of this Exhibit D.MSC, MSC shall be used
to indicate MSC/VLR wherever VLR functions are described. The MSC shall include
the PCS Access Manager and the PCS switch of the AUTOPLEX(R)-1000 System.
If the Owner requests, for the purpose of interfacing the Vendor's MSC with
non-Vendor network elements, the Vendor will provide and permit the use of any
Vendor-defined interface protocols (including the Vendor's FTN/EFTN protocol) as
necessary for the sole purpose of supporting the Owners features and
functionalities in the Owners network.
The Vendor will make available to the Owner complete documentation of MSC
capabilities and interfaces pertaining to any Vendor - defined interface
protocols which may be necessary for the Owner to plan new features and
functionalities using these capabilities.
D.MSC.1.1
In accordance with Exhibit C, the MSC shall support registration, call
origination, call delivery and hard hand-off for CDMA mobile stations in
conformance with IS-41 Rev. C.
D.MSC.1.2
The MSC shall support inter-operation with non-Owner networks supporting IS-41
Rev. B plus TSB 41 plus TSB 55 for roaming.
D.MSC.1.3
In accordance with Exhibit C, the MSC shall support hard and soft hand-off
functions.
D.MSC.1.4
The MSC shall support the features and functions identified in Exhibit C and
shall conform to IS-41 Rev. C. as it applies to these features and functions.
D.MSC.1.5
The MSC shall be capable of inter-operating with a separate Home Location
Register (HLR) for home users accessed over an SS7 network following the
procedures of IS-41 Rev. C as necessary to support the Owners features and
functionalities documented in Exhibit C. The separate HLR may be a product of
another vendor.
<PAGE>
D.MSC.1.6
The MSC shall provide the ability to establish originating, dialed digits, and
terminating triggers for individual subscribers in response to IS-41 Rev. C
messages and to generate IS-41 Rev. C messages when established trigger criteria
are encountered.
D.MSC.1.7
The MSC shall provide the ability to establish terminating and dialed digits
triggers for an entire MSC and to generate IS-41 Rev. C messages when
established trigger criteria are encountered.
D.MSC.1.8
The Vendor shall perform reasonable and necessary IS-41 inter-operability
testing with other vendors and will work with other vendors in good faith to
achieve IS-41 inter-operability as required to support the Owners features and
functionalities documented in Exhibit C.
D.MSC.1.9
The MSC shall support a remote switching capability by providing centralized
operations, administration, and maintenance for remote switches.
D.MSC.1.10
The MSC shall be capable of routing calls to announcements. The determination of
what calls or events result in an announcement must be settable through
translation. The content of the announcements must be able to be recorded by the
Owner. A minimum of 30 different announcements must be available.
D.MSC.2 SIGNALING:
D.MSC.2.1
Subject to the exceptions specified in the Vendor's compliance and exceptions
documentation (evaluation date 1/31/95) previously provided by the Vendor to the
Owner to the following reference, the MSC shall meet the requirements of
GR-317-CORE, Switching System Generic Requirements for Call Control Using the
Integrated Services Digital Network User Part (ISDNUP) Issue 1, 2/94, Revision 1
(9/94) for interoffice trunk signaling between MSCs.
D.MSC.2.2
Subject to the exceptions specified in the Vendor's compliance and exceptions
documentation (completed 11/8/93) previously provided by the Vendor to the Owner
to the following reference, the MSC shall meet the requirements of
TR-NWT-000606, Issue 2, October 1992 LSSGR: Common Channel Signaling Section
6.5, for connection to the SS7 network via STP's.
D.MSC.2.3
Subject to the exceptions specified in the Vendor's compliance and exceptions
documentation (dated 10/2/89) previously provided by the Vendor to the Owner to
the following reference, the
<PAGE>
MSC shall support all interface types (except the SS7 option for Type 2C) in
TR-NPL-000145, Compatibility Information for Interconnection of a Wireless
Services Provider and a Local Exchange Carrier Network, Issue 2, 12/93.
D.MSC.2.4
Subject to the exceptions specified in the Vendor's compliance and exceptions
documentation (completed June 1992) previously provided by the Vendor to the
Owner to the following reference, the MSC shall meet the requirements of equal
access MF signaling for both direct and tandem interconnection to interexchange
carriers as defined in GR-690-CORE LSSGR: Exchange Access Interconnection FSD
20-24-0000 (a module of LSSGR, FR-64), Issue 1, 12/94.
D.MSC.2.5
Subject to the exceptions specified in the Vendor's compliance and exceptions
documentation (evaluation date 1/31/95) previously provided by the Vendor to the
Owner to the following reference, the MSC shall meet the requirements of equal
access SS7 signaling for both direct and tandem interconnection to interexchange
carriers as defined in GR-394-CORE Switching System Generic Requirements for
Interexchange Carrier Interconnection Using the Integrated Services Digital
Network User Part (ISDNUP) Issue 1, 2/94, Revision 1 (9/94).
D.MSC.3 TRANSMISSION:
Subject to the exceptions specified in the Vendor's compliance and exceptions
documentation (analysis completed 4/91) previously provided by the Vendor to the
Owner to the following reference, the MSC shall meet the requirements of
TR-NWT-000507, LSSGR: Transmission, Section 7 (a module of LSSGR, FR-64) Issue
4.
D.MSC.4 ADMINISTRATION AND MAINTENANCE:
D.MSC.4.1
The MSC shall provide measurements and commands to support the following
administration and maintenance functions:
traffic measurements, billing measurements, service measurements,
service evaluation, data base management, generic program alteration, and
security of memory administration, trouble detection, service recovery, trouble
notification, trouble verification, trouble isolation and repair.
D.MSC.4.2
The Vendor shall comply with the latest version of the following
Vendor-published detailed documentation for each measurement, report, and
command:
(a) Lucent Technologies 401-610-133, Issue 9.0, January 1997, "Autoplex
Cellular Telecommunications System 1000 AMA Formats Description."
(b) Lucent Technologies 401-610-000 AUTOPLEX System 1000 Documentation Catalog.
<PAGE>
D.MSC.4.3
MSC Software modifications (whether considered to be Software Upgrades or
Software Enhancements) that can be incorporated into the then-current releases
will not require more than fifteen (15) minutes of downtime, and in addition,
the Vendor will use its best efforts to reduce the amount of downtime required.
D.MSC.5 SYSTEM INTERFACES:
D.MSC.5.1
Subject to the exceptions to TR-TSY-000510 specified in the Vendor's compliance
and exceptions documentation's (completed 8/89) previously provided by the
Vendor to the Owner to the following references, the MSC shall support the
following interfaces:
(a) Digital Signal Level 1 (DS-1) as defined in TR-TSY-000510, LSSGR:
System Interfaces, Section 10 ( a module of LSSGR, FR-64) Issue 2,
7/87.
(b) The SONET digital switch trunk interface as described in
TR-TSY-000782, SONET Digital Switch Trunk Interface Criteria (a
module of TSGR, FR-440 and LSSGR, FR-64), Issue 2, 9/89.
(c) In accordance with Exhibit C, the MSC will support interfaces to
the voice mail systems.
D.MSC.5.2
The MSC shall support an interface to an external information services gateway
to provide voice menu / touch tone response information services and to
automatically redirect the call to the information service number requested. The
subscriber shall be able to dial a feature service code to access a voice mail
system. After selecting the desired option the call shall be transferred to the
requested service DN. The interface to the MSC shall be as identified in Lucent
Technologies 401-601-010 "Information Services Gateway Optional Feature."
D.MSC.6 SERVICE STANDARDS AND CAPACITY:
D.MSC.6.1
Subject to the exceptions specified in the Vendor's compliance and exceptions
documentation (analysis updated 9/92) previously provided by the Vendor to the
Owner to the following reference, the MSC shall meet the objectives for
reliability in TR-TSY-512, Issue 3, "Reliability." In this context, a DS-1
interface to a BTS shall conform to the 20 minutes/year objective for integrated
digital terminations.
D.MSC.6.2
The Vendor shall provide engineering rules for determining the capacity of the
MSC system. The engineering rules shall identify the parameters required in
order to determine the MSC capacity required by the Owner.
D.MSC.6.3
Based on the assumptions listed in Attachment 1, the MSC shall be configurable
with a maximum capacity not less than the following:
<PAGE>
(a) Busy Hour Call Attempts: 200,000
(b) Subtending BTS: 222
(c) Trunks: 15,000
(d) Signaling links: 64, or 32 link pairs (not including links to the
BSC/BTS)
D.MSC.7 POWER:
Subject to the exceptions specified in the Vendor's compliance and exceptions
documentation (reviewed and confirmed 9/15/92) previously provided by the Vendor
to the Owner to the following reference, the MSC shall comply with
TR-TSY-000513, Issue 2, July 1987, Revision 1, December 1988, LSSGR Section 13:
Power, for compatibility with central office power systems.
D.MSC.8 ENVIRONMENTAL:
Subject to the exceptions specified in the Vendor's compliance and exceptions
documentation (completed June 1994) previously provided by the Vendor to the
Owner to the following reference, the MSC shall comply with TR-NWT-000063,
Network Equipment - Building System (NEBS) Generic Requirements ( a module of
LSSGR, FR-64 and TSGR, FR-440), Issue 5, 9/93, regarding spatial and
environmental characteristics, including testing methods.
Subject to the exceptions specified in the Vendor's compliance and exceptions
documentation (completed 7/25/95) previously provided by the Vendor to the Owner
to the following reference, the MSC shall comply with GR-1089-CORE,
Electromagnetic Compatibility and Electrical Safety - Criteria for Network
Telecommunications Equipment (a module of LSSGR, FR-64 and TSGR, FR-440), Issue
1, 11/94.
D.MSC.9 NETWORK TRAFFIC MANAGEMENT:
D.MSC.9.1
The MSC shall implement traffic measurements and overload controls including:
(a) detection of congestion onset when settable congestion onset thresholds
are crossed;
(b) deferral of tasks according to a priority scheme when congestion onset
is detected;
(c) detection of congestion abatement when separately settable abatement
thresholds are crossed; and
(d) gradual resumption of deferred tasks when congestion abatement is
detected.
D.MSC.10
The MSC shall support subtending Vendor BTS's using a Vendor-defined interface.
See Exhibit G for IOS / IS-634.
D.MSC.10.1
The MSC shall support CDMA Soft hand-off between or among any two or three
subtending Vendor BTS's. A Soft Hand-off shall result in no more than 2 frames
lost. Refer to Exhibit C for software soft hand-off enhancements.
<PAGE>
D.MSC.10.2
The voice information shall be transcoded to 64 kb/s PCM in accordance to CCITT
G703 standards. The transcoded PCM shall support vocoder rates as specified in
Exhibit C. Vocoder bypass must be enabled when fax or data messages are
transmitted.
D.MSC.10.3
Owner and Vendor acknowledge echo is present in any digital radio technology.
Vendor can supply, as an option, echo cancellation units.
Owner is responsible for echo treatment in the system. One possible option
is the vendors echo canceler as noted above.
D.MSC.10.4
The BTS to MSC link shall support the multiplexing of multiple voice or data
channels as specified in Exhibit D.BTS.6.1.
D.MSC.10.5
The T1 from the BTS to the MSC shall support multiple BTS sites on a single
link. Thus a link that has been groomed with two or more separate BTS sites
shall be terminated directly on the MSC.
D.MSC.10.6
The link from the BTS to the MSC shall be compatible for transport over any
network, independent of the type of transmission equipment embedded in that
network as long as the constraints on the transmission delay budget are
maintained. The transmission delay budget is 7 msec. These networks shall
include local and long distance networks, and base band transport over cable
networks. Multiplexing, drop and insert, grooming and other transport effects
and functions must be transparent to the BTS to MSC link.
D.MSC.10.7
There are two other types of transmission interfaces proposed: an HDSL interface
and a cable transport system. Both of these transport mechanisms will have
dedicated Central Office Terminals that will interface with the BTS on one side
and have a T1 interface towards the MSC. The MSC to BTS link must be able to
maintain performance over this interface as long as the delay requirements
outlined in D.MSC.10.6 are maintained.
D.MSC.10.8
In accordance with Exhibit C, multiple MSCs must be able to be networked to form
a soft hand-off clusters allowing any BTS served by MSC-A to enter Soft Hand-off
with any BTS served by MSC-B where MSC-A and MSC-B are from the same Vendor.
<PAGE>
D.MSC.10.9
In accordance with Exhibit C, multiple MSCs must be able to be networked to form
Soft Hand-off cluster allowing any BTS served by MSC-A to enter soft hand-off
with any BTS served by MSC-B where MSC-A and MSC-B are from different vendors
(IS-41).
<PAGE>
ATTACHMENT 1 TO EXHIBIT D.MSC
North American Market BHCA Rating
The system capacity for Autoplex 1000(R) North American markets is 200,000 BHCA
based on the following assumptions:
- Single MSC system EC
- Release 9.0 (or later)
- 3B21 Duplex ECP
- OMP with Release 9.0 (or later) software
- A single 5ESS-2000 Switch DCS carrying 100% of system traffic with a
hand-off rate of 1.6 Soft HO/BHCA or less and 0.2 Hard HO/BHCA or less
- 2.5 Autonomous Registrations (AR) per BHCA
- Short Message per BHCA <10%
- Voice Mail/CF/CW on 2.5% of BHCA
- Available paging capacity in CDMA is approximately 51 pages/second
- Maximum of two page messages per page attempt
- Maximum "No Page Response" rate is 50%
- Mobile terminated call attempts are 32% of BHCA or lower
- Mobile terminated calls answered is 10%
- Mobile originated calls are 68% of BHCA
- Mobile originated answered calls are 55% of BHCA
- Mobile to mobile calls are 10% of BHCA
- Mobile busies is 3% or higher of BHCA Mobile originations limited to 18,000
calls/cell/hour on the access channel
- BHCA per subscriber is 1.0
- Average Call Holding Time (ACHT) is 90 seconds.
<PAGE>
EXHIBIT D.NM
LUCENT TECHNOLOGIES D.NM
D.NM. NETWORK ELEMENT MANAGEMENT SYSTEM REQUIREMENTS
Network Element Management Systems (NEMS) will be defined as systems required
for operating and maintaining the PCS networks being designed and implemented by
the Vendor.
The NEMS will provide management for any and all network elements provided by
the vendor. Management applications include configuration management, fault
management, fault isolation, fault resolution, security management, performance
management, accounting management, data storage, system provisioning and data
evaluation.
<PAGE>
D.NM.1. SYSTEM COMPATIBILITY:
D.NM.1.1 INTEROPERABILITY WITH NETWORK MANAGEMENT SYSTEM:
Provide interoperability between all network element managers and an overlay
network management system via SNMP, CMIP or ASCII. Both the network elements and
network element managers will allow interconnection of a remote network
management system while maintaining local functionality with the network element
manager.
Owners objective is Q3 interface. CMIP / CMISE is highly desired by Owner. Both
Vendor and Owner recognize that no commitment presently exists for Q3 interface.
D.NM.1.2 NETWORK ELEMENT MANAGEMENT FOR THE VENDOR-PROVIDED BSC:
D.NM.1.3 NETWORK ELEMENT MANAGEMENT FOR THE VENDOR-PROVIDED BTS:
D.NM.1.4 NETWORK ELEMENT MANAGEMENT FOR THE VENDOR-PROVIDED HLR:
D.NM.1.5 NETWORK ELEMENT MANAGEMENT FOR THE VENDOR-PROVIDED MSC/VLR:
D.NM.1.6
Vendor shall provide a first level NMS that directly interconnects and
interoperates with BSC, BTS, and MSC / VLR NEMS systems. ASCII over RS-232 or
TCP / IP interfaces is supported.
D.NM.1.7
Vendor NEMS shall be consistent with the Telecommunications Management Network
(TMN) hierarchy. Vendor OA&M architecture is consistent with philosophy of TMN.
OMP / ECP act functionally as an EMS. Owner and Vendor agree that this is not a
testable item.
D.NM.1.8
Vendor NEMS shall interoperate with Owners Network Management System (NMS). More
information is required from Owner to determine protocol and interfacing
requirements. ASCII over RS-232 or TCP / IP interfaces is supported.
D.NM.1.9
Vendor NEMS shall interconnect with Owners deployment of Metapath's Peripheral /
Pollable Data Unit (PDU). TCP / IP connection to the OMP is needed by Owner.
D.NM.1.10
Vendors OMP shall be the NEMS that interconnects and interoperates with Owners
NMS. The OMP can act as the interface point to the NMS.
<PAGE>
D.NM.1.11
OMP shall be redundant and highly available according to the "Redundant
Architecture - Hot Standby Systems" requirements. Input is needed by the Owner
to understand requirements in the referenced document. HA-OMP should satisfy
redundant architecture requirements.
D.NM.2 NETWORK ELEMENT DIVERSITY:
D.NM.2.1
Vendor NEMS shall support at least two NMS connections in an active hot standby
configuration with automatic failover.
D.NM.2.2 SUPPORT ALL NETWORK ELEMENTS ON THE SAME MONITOR:
Provide the capability to display management windows from all network elements
from any single monitoring station.
D.NM.2.3 SUPPORT MULTIPLE SIMULTANEOUS SESSIONS:
Provide the capability to support multiple user interactive sessions. System
will support up to 16 users simultaneously, with all users having the capability
of running multiple applications simultaneously.
D.NM.2.4 ALLOW NETWORK ANALYSIS OF MULTIPLE ELEMENTS:
Provide the capability to analyze multiple network elements, in an integrated
manner. The system will allow for analyses of multiple elements simultaneously.
D.NM.2.5 REDUNDANT ARCHITECTURE - HOT STANDBY SYSTEMS:
Provide fault tolerant architecture to protect and ensure access into network
elements at all times. Network element management systems will have multiple
means of accessing the element being managed by providing access to multiple
interface processors. The network element management system itself will have
hot-standby functionality and/or a fault tolerant processor. All elements will
be accessible in the event of complete network element management failure.
Requires High Availability OMP.
NEMS shall have a standby processor than can assume full role of most recent
former active processor within 5 minutes. This role assumption shall be
activated automatically while allowing manual intervention to prevent it.
Vendors HA-OMP should satisfy this requirement.
D.NM.3. CONFIGURATION MANAGEMENT:
D.NM.3.1 DEFINE AND VIEW RESOURCES:
(a) The OMP shall collect, report and store inventory information for
each BTS provided by the Vendor and provide the capability to
report hardware and software resource information. System will
report Nomenclature and version of each software-loadable circuit
card. Granularity will be to the lowest field replaceable circuit
card. Version information to be available by June 1997.
<PAGE>
D.NM.3.2 START AND STOP NETWORK OPERATIONS:
Provide the capability to remove and restore desired functional units within
each network element. The starting and stopping of any network operation will be
allowed on a unit by unit basis. This includes call processing.
D.NM.3.3 REPORT CONFIGURATION STATUS:
Provide the capability to report the on-line/off-line/hot-standby/Out-of-service
state of each circuit card within a network element.
D.NM.3.4 BROADCAST SOFTWARE LOADS TO ELEMENTS SIMULTANEOUSLY:
Provide the capability to download system software to multiple base stations
simultaneously by issuing a single command, in compliance with D.BTS.7.4
"Software Download". System will allow the creation of batch files to download
software per a user designated time to user designated cell sites. System will
report on successful or unsuccessful load.
D.NM.3.5
[intentionally omitted]
D.NM.3.6 REMOTE RETUNING OF BASE STATIONS:
Provide the capability to remotely retune the base station in compliance with
D.BTS.3.1 "Ability to retune frequencies remotely."
D.NM.4 FAULT MANAGEMENT:
D.NM.4.1 FAULT DETECTION AND REPORTING:
Provide the capability to detect faults within each network element and report
these faults in a hierarchical, graphic display. Reports will be available for
reporting alarm reports, equipment state change reports, call processing failure
reports, diagnostic error reports, software error and recovery reports, hardware
error and recovery reports, and initialization event reports. System will allow
for critical faults to be reported via a commercial pager. TIMS system or some
NM system to fully comply.
System shall be capable of reporting all alarms (faults, events, state changes,
etc...) to Owners Fault Management System via Owners Operations Systems Support
Network (OSSN). Equipment shall connect and report alarms over TCP/IP Ethernet.
Vendors current OMP supports TCP/IP connections to NMS. However, compliance
depends on Owners protocol requirements. Owner and Vendor must mutually agree
upon those requirements and availability. ASCII over RS-232 or TCP / IP
interfaces is supported.
D.NM.4.2 FAULT DIAGNOSIS:
Provide the capability to diagnose the validity of a particular system failure,
hardware or software. System will report a diagnosis of possible causes for the
failure. Fault diagnosis will be both automatic and allow for manual requests.
Off-line equipment will be allowed to be diagnosed manually and automatically,
periodically. Base Station control and reporting will be in compliance with
<PAGE>
D.BTS.3.2 "Ability to perform T1 or other loopbacks remotely" and D.BTS.3.3
"Telemetry and alarms."
D.NM.4.3 FAULT ISOLATION TO LOWEST REPLACEMENT UNIT:
Provide the capability to isolate system faults to a field replaceable circuit
card.
D.NM.4.4 FAULT CORRECTION:
Provide the capability to automatically attempt to restore of faulty circuit
cards or software upon detection of system errors. System will also allow for
manual intervention of an automatic restore procedure.
D.NM.4.5 ALARM AND REACT TO SITE RELAY TRIGGERS:
Provide the capability to monitor and alarm a minimum of 10 relay contacts of
cell sites and switches. Alarming will include environmental systems, power
systems, lighting systems, security systems, etc.
Each relay alarm will have the ability to be assigned a severity level, thus
allowing the management system to react accordingly (i.e. issue critical alarm,
page technician, etc.).
D.NM.4.6 PROVIDE FAULT SEVERITY VIA GRAPHICAL USER INTERFACE (GUI):
Provide the capability to report alarms via a graphical user interface. Banners
will report individual fault or conditions and indicate severity by altering
banner color.
D.NM.4.7 NO ACTIVITY ALARMING:
Provide the capability to report a possible alarm condition due to link failure
when no data has been received from a particular link in a user defined
time-frame.
Vendor shall provide alarm heartbeat message, a positive acknowledgment sent
asynchronously once every five (5) minutes by the equipment that interfaces with
Owners Fault Management System. Owner and Vendor need to mutually agree upon
protocol requirements for interfacing to the Fault Management System.
D.NM.4.8 ABILITY TO ADMINISTER REMOTE TEST UNITS:
Provide the ability to monitor remotely cell site performance in accordance with
D.BTS 7.3 "Cell site Monitoring capability."
D.NM.5 SECURITY MANAGEMENT:
D.NM.5.1
[intentionally omitted]
<PAGE>
D.NM.5.2 ARCHIVE AND RETRIEVE SECURITY INFORMATION:
Provide the capability to store and retrieve all security related information.
Information will range from security access levels, to login times by user id,
to password aging data.
D.NM.5.3 USER PASSWORD AGING:
Provide the capability for user defined time-frames for password aging. Allow
for synchronization of password aging to multiple network elements.
D.NM.5.4
[intentionally omitted]
D.NM.5.5 USER DEFINED MAXIMUM IDLE TIME:
Provide the capability to automatically logout a user that does not enter a
keystroke in a definable time-period.
D.NM.5.6 LOGIN FAILURE AFTER USER DEFINED ATTEMPTS:
Provide the capability to reject user id login after attempting to enter
password fails. System allow user to define how many attempts are allowed before
rejection.
D.NM.5.7 USER DEFINED MAXIMUM LOGIN TIME ALLOTTED:
Provide the capability to set the amount of time each login session is allotted
before rejection occurs.
D.NM.6 PERFORMANCE MANAGEMENT:
Vendor shall provide a TCP/IP Ethernet (at least 10Mbps) interface over which it
shall provide Performance Measurements to Owners Performance Management System.
D.NM.6.1 REPORT NETWORK TRAFFIC USAGE BY CELL AND SECTOR:
Provide the ability to gather statistics on usage in terms of:
Effective voice channels
Erlangs based upon a given blocking assumption
D.NM.6.2 REPORT BLOCKED CALL RATE BY CELL AND SECTOR:
Only supported by cell, not sector.
D.NM.6.3 REPORT DROPPED CALL RATE BY CELL AND SECTOR:
D.NM.6.4 REPORT HAND-OFF STATISTICS BY CELL AND SECTOR:
D.NM.6.5
[intentionally omitted]
<PAGE>
D.NM.6.6
[intentionally omitted]
D.NM.6.7 REPORT POWER LEVELS AT PERTINENT CALL TIMES:
Provide the capability to report mobile power levels at call termination and
call hand-off points. Owner and Vendor must mutually agree upon availability.
D.NM.6.8 REPORT ALL PROCESSOR USAGE STATISTICS:
Provide the capability to alarm when critical processors approach resource
limitations.
D.NM.6.9
[intentionally omitted]
D.NM.6.10 REPORT OF ANY OTHER STAT OR EVENT OR ANY NETWORK ELEMENT:
Provide the capability to report statistical or event information per vendor
provided documentation.
D.NM.6.11 PROVIDE MULTIPLE MEANS OF FILTERING DATA:
Provide the capability of selecting very specific statistics or events and
filter by measurement type, type of network element, time of day, etc.
D.NM.6.12 PROVIDE PERFORMANCE TUNING INTERFACE:
Provide a tool for performing iterative changes to performance parameters and
viewing performance characteristics resulting from the changes. A mobile tool is
desired.
D.NM.6.13 PROVIDE EVALUATION OF PERFORMANCE TUNING:
Provide the capability to manipulate and analyze the data received from the
performance turning interface. Analysis will assist with determining performance
parameters. A mobile interface and analysis tool is desired.
D.NM.6.14 PROVIDE A CALL TRACING FEATURE FOR MONITORING ACTIVE CALLS:
Provide the capability to trace multiple calls while in progress. The system
will report power levels and frame error rate. During hand-off, the system will
report soft hand-off stats on all possible candidate cells and sectors. Owner
and Vendor must mutually agree upon availability.
D.NM.7. ACCOUNTING MANAGEMENT:
D.NM.7.1 GENERATE AND RECORD ACCOUNTING INFORMATION:
Provide the capability to control, collect and record all accounting
information. AMA data will be collected in real time (hot billing) and stored on
disk.
<PAGE>
D.NM.7.2 USER DEFINED INFORMATION IN THE CALL DETAIL RECORD (CDR):
Provide the capability to add specific fields in the call detail record. Fields
will be capable of accepting any stat or event already produced by the network
elements. A standard CDR will be developed with "spare" fields provided for user
definition. Depending on the scope of changes required, this may be undertaken
as custom development pursuant to the terms of the Contract.
D.NM.7.3 CONTROL STORAGE AND ACCESS TO ACCOUNTING INFORMATION:
Provide the capability to store AMA data to disk and then allow the transfer of
data to magnetic tape or via an electronic data network to a billing center.
D.NM.7.4
[intentionally omitted]
D.NM.7.5 HIGH CAPACITY AMA - REAL TIME BILLING:
Provide the capability to produce a high data transfer rate for billing
information to allow the feasibility of real time billing applications.
D.NM.8. INFORMATION REPOSITORY:
D.NM.8.1 SUBSCRIBER INFORMATION:
D.NM.8.2 BILLING INFORMATION:
D.NM.8.3 PERFORMANCE INFORMATION:
D.NM.8.4 FAULT MANAGEMENT INFORMATION:
D.NM.8.5 SYSTEM AND ELEMENT CONFIGURATION INFORMATION:
D.NM.8.6 SECURITY MANAGEMENT INFORMATION:
D.NM.9. GENERAL REQUIREMENTS:
D.NM.9.1
[intentionally omitted]
D.NM.9.2 INTERFACE TO OA&M INFORMATION:
Provide the capability to allow user to develop desired applications.
D.NM.9.3 FAULT TOLERANT PROCESSORS:
See section 2.5
<PAGE>
D.NM.9.4 NETWORK ELEMENT MANAGEMENT TO SUPPORT ARCHITECTURE:
Provide the capability to manage network elements as the architecture grows to
full capacity. If the capacity of the network element management system cannot
control a fully grown network element, provide the ability to expand and grow
(scaleable) the management system. Regardless of element size, the network
element management system will always be required to manage its respective
element.
D.NM.9.5 IS41 MESSAGE VISIBILITY FOR FRAUD PROTECTION:
Provide a near real-time data channel for fraud control. Provide the
functionality to decode the messages into useful formats and provide filters to
view only desired messages.
D.NM.9.6 PREVENTATIVE MAINTENANCE ANALYSIS:
Provide off-line and on-line diagnostics to search for possible faulty equipment
before customer reports service issue. Provide call processing failure reports
to identify faulty network elements as quickly as possible.
D.NM.9.7 OFF-LINE MODELING OF REAL-TIME DATA:
Provide the capability to use real-time data from the live network for
optimization purposes. Stats of interest include power levels, hand-off
channelization information, and hand-off topology data.
D.NM.9.8 ON-LINE DOCUMENTATION OF NETWORK ELEMENTS AND SOFTWARE:
Provide all system manuals, both hardware and software, on CD ROM format for
easy access to network element information. Every hardware and software upgrade
will include documentation supported on CD ROM for changing/adding/deleting the
existing electronic documentation.
D.NM.9.9
[intentionally omitted]
<PAGE>
D.NM.10 GRAPHICAL USER INTERFACE:
D.NM.10.1 ALARM MONITORING UTILIZING GRAPHIC ALARM BARS:
See section 4.6.
D.NM.10.2
[intentionally omitted]
D.NM.10.3 PERFORMANCE MANAGEMENT STATISTICS GATHERING VIA MENUS:
Provide the capability, in a pull-down menu system, to choose system statistics
and provide the filtering of that data through a graphical selection of
measurement type, network element, time of day, etc.
D.NM.10.4 LOGICAL STATUS DISPLAY - HIERARCHICAL EQUIPMENT TREES:
Provide the capability to view network status and configuration through
hierarchical equipment trees. Each screen will illustrate the next level in the
hierarchy. Any trouble in a particular network element will flow up to the
highest level in the tree. Simple diagnostics will be allowed from the tree by
simply entering a menu command and the system will issue a command to remove a
device and attempt to force it back into service.
<PAGE>
Exhibit G1
BTS/BSC - MSC
MSC - MSC
INTEROPERABILITY
INTRODUCTION
The Owner standard, open BSC to MSC interface (the "Open A Interface", or OAI),
is based on industry standard IS634. Interoperability between MSCs is based on
industry standard IS41. Lucent proprietary MSC to BSC interfaces may be deployed
in circumstances where the open or standard interface is not available, or is
not needed in the Owner's reasonable opinion. In cases where a proprietary
interface has been implemented in a PCS system, and an OAI is provided as an
additional option on such system, then it is desirable that the OAI option
support the standardized capabilities supported by the proprietary interface.
All references to "D.MSC" are references to Exhibit D.MSC to the Amended and
Restated Procurement and Services Contract between Sprint Spectrum Equipment
Company, L.P. and Lucent, dated as of October 9, 1996 (as the same may be
amended, supplemented or modified from time to time, the "SSLP Contract").
Capitalized terms used herein but not otherwise defined herein or in the MOU
shall have the meanings set forth in the SSLP Contract.
MSC CAPABILITIES
The MSC shall provide the capabilities of D.MSC.1 ("Features and
Functionalities") when the interface to the radio system is via the OAI.
MSC Retrofit
The Open A Interface shall be made available as an additional option for any of
the Owner's MSCs purchased, past or future. Adding this option will consist of
purchasing additional hardware and software specific to the A-Interface itself
and, where necessary, hardware and software to support traffic growth for added
base stations that goes beyond the existing MSC's engineered capacity.
Interface Conformance
The Open A Interface shall conform to the Owner's Inter-Operability
Specification (IOS), as contained in Exhibit G2.
Administration and Maintenance
For purposes of this exhibit, "Local MSC Open A Interface" shall refer to MSC
hardware and software components up to the points of demarcation between the MSC
and BSC, defined here as the physical signaling links and voice circuits
connecting the BSC to the MSC.
<PAGE>
The MSC shall meet the requirements of D.MSC.4 ("Administration and
Maintenance") for administration and maintenance of the Local MSC Open A
Interface. The administrative and maintenance capabilities for the Local MSC
Open A Interface shall be functionally equivalent to those provided for an
existing proprietary interface between the MSC and a radio system.
The MSC shall be capable of establishing a DS-0 channel within a given DS-1 link
to a subtending BSC for transporting operations messages between the radio
system and an Operations and Maintenance Center (OMC) responsible for managing
that radio system.
Reliability
The Local MSC Open A Interface will meet the reliability requirements
established for the radio system to MSC interface in D.MSC.6.1 ("Reliability").
NETWORK TRAFFIC MANAGEMENT
The MSC shall provide traffic management controls for the Local MSC Open A
Interface, meeting the requirements of D.MSC.9.1 ("Traffic Management").
CAPACITY
The OAI shall be able to support 24 CDMA PCS calls simultaneously per DS-1 link
to the MSC, less the number of required signaling or operations channels. For
any given DS-1, the number of signaling and operations channels may be zero. The
MSC shall support system capacities for the OAI or a mixture of the OAI and
proprietary interfaces no less than that stated in D.MSC.6 ("Service Standards
and Capacity"). The MSC shall be capable of supporting individual BSCs up to a
maximum capacity of 50,000 Busy Hour Call Attempts (BHCA). The MSC shall be
capable of supporting up to 15 BSCs with combined capacity up to the MSC maximum
capacities stated in D.MSC.6 ("Service Standards and Capacity"). The MSC shall
be capable of supporting a sufficient number of DS-1 links per BSC to allow full
utilization of the BSC BHCA capacity at initial deployment, so long as the BHCA
capacity does not exceed the value stated in G.6.3 hereof.
<PAGE>
OPEN A INTERFACE SCHEDULE
The following milestones included in Table G1, as evidenced by completion of the
corresponding deliverables, shall be met to assure timely availability of the
OAI. The milestones listed below are subject to change upon mutual agreement of
the Owner and the parties involved.
<TABLE>
Table G1
<S> <C> <C> <C>
- --------------------------- -------------------------- -------------------------- --------------------------
MILESTONE DELIVERABLE RESPONSIBILITY DUE DATE
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
System Level Requirements Functional Message Lucent 2/18/98
Complete 1 Review with Owner and BS
Vendor
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
Inter-Op Test Plan Test Plan Documentation IOTT 3/31/98
Complete2
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
Vendor Design 90% Post_Design Functional IOS Working Group 6/1/98
Complete Message Review .
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
IOTT (KC Lab) test start 1. MSC equipment and 1. MSC Vendor 12/31/98
3 software
operational.
2. BTS equipment and 2. BTS Vendor 12/31/98
software
operational.
3. Lab Environment. 3. Owner 12/31/98
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
IOTT (KC Lab) Test IOTT Test Documentation IOTT 4/30/99
Complete4 indicating successful
test completion.
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
General Availability of IOTT Test Documentation Lucent 7/31/99
IOS Version 2 OAI to indicating successful
Owner 5 field test completion.
- --------------------------- -------------------------- -------------------------- --------------------------
</TABLE>
G1.10.1.1 Over The Air Service Provisioning (OTA-SP) Phase 2
The capability of delivering additional authentication information to a mobile
over the OAI will be delivered by the Vendor at a schedule mutually agreeable to
the Owner and Vendor.
G1.10.1.2 Inter-Vendor / Inter-BSC Soft Handoff
The capability of performing soft handoff between BTSs served by two separate
BSCs will be delivered by the Vendor in a manner consistent with IS634 Revision
A. The schedule for delivery of this capability will be jointly determined by
Owner and Vendor upon approval of the IS634 Revision A standard.
G1.11 MSC-MSC INTER-VENDOR HARD HANDOFF
The Vendor will deliver to the Owner the capability to perform CDMA PCS to CDMA
PCS Inter-vendor hard handoff between MSCs, as described in IS41 Revision C.
<PAGE>
Exhibit G2
MSC to BSC Interface IOS V.2
"MSC to BS Interface Inter-Operability Specification (IOS) Version 2.0"
Published April 25, 1997
Complete copy of this document on file with Owner and Vendor
<PAGE>
Exhibit G3
MSC to BS Interface IOTT Test Strategy and Test Plan
"MSC to BS Interface Inter-Operability Test Team (IOTT)
Test Strategy and Test Plan"
Based on Sprint PCS Interoperability Specifications (IOS) Version 1.1
Published June 30, 1997
Complete copy of this document on file with Owner and Vendor
<PAGE>
EXHIBIT J
Lucent Technologies and Sprint PCS's Software Development Understanding
1. Purpose of Document and Background
The purpose of this document is to describe the tasks, procedures, and timing
necessary to evaluate and respond to requests for new or improved functionality
in the Autoplex(R) product line from Sprint PCS. Section 2 covers the process
for feature development where Sprint PCS has the opportunity to input into that
process. Section 3 covers the RDAF process in more detail and how Sprint PCS
matches up their own document to the RDAF process. Section 4 looks at the
Platinum Ticket concept for faster development of software features. Section 5
addresses the Autoplex(R) Mobile Switching Center (MSC) Fast Feature Development
Process. Section 6 provides alternatives for addressing software concerns.
1.1 Custom Development
Sprint PCS may have requirements for features that will be considered custom
software development. As stated in more detail in section 11.9 of the Contract,
Sprint PCS will identify to Lucent, in writing, a summary of any such proposed
development of custom software. This summary from Sprint PCS should be directed
to the Customer Team Director of Sales with a copy to the Applications
Engineering Team. This summary will provide a description of any proposed custom
software sufficient to enable Lucent to determine the general demand for, and
its plans, if any, to develop the same or similar products. Lucent will respond
to such summary within thirty (30) days after receipt and indicate if it has the
ability to fulfill a subsequent Request for Proposal (RFP) from Sprint PCS for
development of custom software.
2. Lucent Technologies Wireless Product Life Cycle Process - Overview
The development of software features, from concept to deployment, follows a
product life cycle process, also know as the Lucent Gate Process. See Figure 1
below. This product life cycle process has `checkpoints' in which Sprint PCS has
an opportunity to provide input or feedback into the process. Section 2 provides
an overview of the process as well as point out areas within the process in
which Sprint PCS has the opportunity to input. These inputs, discussed below,
are the RDAF process, FDD review, and priority ranking.
<PAGE>
[GRAPHIC OMITTED]
2.1 Sprint PCS Input.
Sprint PCS has three main areas of input into the product life cycle process.
2.1.1 Sprint PCS's First Input.
The first opportunity for input into the process is at Gate I via the Request
Definition Assessment Form (RDAF). The RDAF process is discussed in section 3.
2.1.2 Sprint PCS's Second Input.
The second opportunity for input into the process is after Gate II, but before
Gate III. This is when Sprint PCS has the opportunity to review the Lucent
Feature Definition Document (FDD) with Lucent's Application Engineering Team
supporting Sprint PCS. In rare cases where an FDD is not created, then
Application Engineering will share the feature design information with Sprint
PCS before Gate III.
2.1.3 Sprint PCS's Priority Input.
To better address Sprint PCS's feature needs and to more importantly reflect
upon Sprint PCS's major revenue contribution to Lucent, a new prioritization
process has been implemented. Beginning with CDMA Release 8.0, Cell 13.0, ECP
13.0, and 5E13, Lucent is using a weighted ranking scale that provides the
proper recognition of revenue contribution to the prioritization of features. In
Sprint PCS's case, this clearly ranks their feature needs ahead of all other
customers. This ranking provides Sprint PCS the necessary "clout" that they
deserve.
2.2 Product Life Cycle Check Points
The sub-sections below list the actions that take place after a Gate has been
passed and action that needs to happen before the next Gate. This section is
intended to show the various checkpoints within the process. Also refer to
Figure 1 and Figure 2.
2.2.1 Gate I: Opportunity Statement
Customer Need (RDAF)
Proposed Product Functionality
Potential Market Assessment
2.2.2 Gate II: Technical, Marketing, & Business Issues
Preliminary Business Case
Proposed Support Strategies
Baselined Feature Description Document (FDD)
<PAGE>
2.2.3 Gate III: Detailed Customer Requirements
Baselined Lucent's proprietary System Requirements Document (SRD)
Baselined Release Plan
2.2.4 Gate IV: Product Development
Development Plan Implemented
Support Plan Implemented
First Office Application (FOA)
2.2.5 Gate V: Full Product Deployment
Generally Availability (GA)
2.3 Product Life Cycle Schedule Timeline
Features that will be developed will be assigned a software release. These
software releases are tracked through one of three programs. Those software
program names are CDMA, ECP (MSC), and 5ESS.
Figure 2, below, shows the product life cycle schedule timeline that points out
the approximate timing of how long it takes for a feature, that is part of a
release, to be deployed and when certain checkpoints need to be met. There is
typically a 22 month development time frame.
- --------------------------------------------------------------------------------
Feature Candidate List 22 Months from GA
- --------------------------------------------------------------------------------
Opportunity Statement (RDAF) 18 Months from GA
Feature Description Document (FDD) 16 Months from GA
System Requirements Complete (SRD) 12 Months from GA
Development Complete 6 Months from GA
First Office Application Complete 2 Months from GA
- --------------------------------------------------------------------------------
GA = General Availability
- --------------------------------------------------------------------------------
Figure 2. - Product Life Cycle Schedule Timeline
3. Lucent's Request Definition & Assessment Form (RDAF) Process
The RDAF Process is used to review and track requests originating from internal
Lucent organizations and AUTOPLEX customers (Sprint PCS). All requests,
regardless of the origination, must be made via the RDAF. The process begins
when a Lucent employee or a customer through a Lucent employee (Application
Engineering), requests a new feature/enhancement by way of the RDAF form. The
RDAF process includes the logging of the request, as well as the gathering of
the necessary technical and marketing information in an organized fashion for
Product Management to evaluate the request. The process concludes with the
Product Manager documenting disposition of the request via electronic mail to
the Lucent originator and Customer Business Management (CBM). The CBM will work
up the response to the customer and send that response on to the Customer Team.
It is the responsibility of the Lucent originator and the Customer Team to
forward the Product Manager's and CBM's response to the customer, where
applicable.
<PAGE>
3.1 Sprint PCS's Input into the RDAF process.
Sprint PCS has a document called Request Feature Definition (RFD) that, after
written by Sprint PCS, easily converts to a Lucent RDAF. A Sprint PCS requested
RDAF is filled out by the Applications Engineering Team responsible for Sprint
PCS. The Application Engineering Team works with Sprint PCS to convert Sprint
PCS's RFD to a RDAF.
Once the RDAF is submitted, Lucent will respond within 60 days or less to
estimate the request. For PMUG related RDAFs Lucent will respond within 30 days.
4.0 Platinum Ticket
It is critical that Sprint PCS remain the leader in the fiercely competitive PCS
marketplace. Sprint PCS's business relationship is vitally important to Lucent,
so Lucent wants to provide not only assurance, but action that if the situation
ever presents itself where a feature is deployed to the marketplace (GSM, TDMA,
another PCS provider, an 850 provider) that Sprint PCS will be covered by way of
Lucent reacting to support Sprint PCS and help Sprint PCS not lose market
advantage. This process will remain in effect until release 9.0 is made
generally available.
To assure Sprint PCS of Lucent's intentions, Lucent will offer Sprint PCS one
"Platinum Ticket", per release, that is to be used within that calendar year
beginning January 1998. Lucent clearly understands the importance of time to
market in feature deployment and is committed to be responsive to Sprint PCS's
needs. Sprint PCS will have one `Platinum Ticket' per release that can be
"cashed" to make certain that no feature is deployed in a Sprint PCS market that
Sprint PCS was, for whatever reason, unaware of and cannot afford to be late in
deploying a similar feature.
4.1 New Feature Request
A new feature request would be defined as a feature whereby Lucent has not
received an RDAF. This Sprint PCS request will engage the pertinent Lucent
executive groups including Application Engineering, Customer Business
Management, and Product Management, Systems Engineering and Development. Lucent
will immediately pull together the required resources (a conference call within
48 hours and a meeting within five (5) working days) to counter-attack a feature
that would be in competition with a Sprint PCS market. This feature must be a
subscriber calling feature. This process would specifically exclude network
performance features, platform affecting features, and IS634/Interoperability
features. Specifics, such as feature functionality, feature estimation, systems
engineering requirements, development, testing, etc. would be addressed and
reasonably negotiated by an emergency task force of Lucent management.
A Platinum Ticket that is cashed to create a Platinum Feature can only be used
for a feature that lies in the CDMA, ECP (MSC), 5ESS, or WIN programs. Once a
Platinum Ticket is cashed, it cannot be reused. It will be mutually communicated
and understood by all parties what impacts utilizing the Platinum Ticket may
have on other Sprint PCS feature requests, including already committed features.
<PAGE>
4.2 Existing Feature Request
There might also be a situation where Lucent has received a RDAF from Sprint PCS
that has been recently identified as a competitive feature. However, based on
customer priorities, requirement definitions, terminal issues, etc., Lucent has
targeted this particular feature for a future release. In the event that this
unknown competitive feature is targeted for a release before Lucent's planned
release, Sprint could utilize their "Platinum Ticket" to request the pull-up of
such a competitive feature to an earlier Lucent release. Lucent will put its
best effort forward to pull the requested feature up to an agreeable date of
delivery in an earlier release or in a software update to a release. Timing
restrictions for this request will have to be discussed on a per feature basis
given the unknown uniqueness of the feature at hand. Specifics, such as feature
functionality, feature estimation, systems engineering requirements,
development, testing, etc. would be addressed and reasonably negotiated by an
emergency task force of Lucent management.
5.0 Autoplex(R) Mobile Switching Center (MSC) Fast Feature Development Process.
In order to be more responsive, Lucent has developed the Fast Feature Process
(FFP). This process addresses small, urgent features that require immediate
attention. Specifically, this reduces the concept to delivery interval for
smaller features that have limited system impact. This process allows the MSC
team to improve response time to feature requests received through the Request
Definition and Assessment Form (RDAF) process, and items received through the
PCS Maintenance User's Group (PMUG). It also provides the opportunity to reduce
rework by including customers in the feature definition and review process.
5.1 Requirements / Restrictions / Conditions
Targeted as urgent features that are relatively small, Lucent intends to turn
around a feature request from RDAF to deployment in less than 6 months. Lucent
will guarantee Sprint PCS two (2) MSC Fast Features per calendar year providing
the conditions below are met.
The following must be met for a feature to even be considered for the
Autoplex(R) Mobile Switching Center (MSC) Fast Feature Development Process:
No hardware development No 3rd Party Vendors No WIN involvement No
terminal impact Requirements must be stable
No change to standards or government regulations.
6.0 Additional Alternative Suggestions
In addition to previously mentioned methods of addressing Sprint's time to
market needs, there exist other avenues which Sprint PCS should always take
advantage of.
<PAGE>
6.1 PCS Maintenance User Group (PMUG)
Lucent is extremely committed to our PCS customers, which is why the PCS
Maintenance Group was founded almost a year ago. The purpose of this forum is to
create and maintain an active partnership between PCS CDMA Users and Lucent to
provide prioritized deliverables and direction for system maintenance and
development.
A critical component to the PMUG forum is the Action Item Review meetings. This
is where status is provided as to the action items customers, especially Sprint,
bring to Lucent's attention.
Sprint PCS also has the opportunity to gather great market and competitive
information by attending these forums. PMUG is just one place where many
customers and/or groups of customers express (or demand) new or expedited
development. The combined influence of many customers purchasing power has
significant impact on Lucent's development programs. Sprint PCS certainly has
the leverage to influence such a conference in the feature direction it
requires.
From a competitive market data perspective, the entire PCS CDMA operator base is
present at this forum expressing their future feature needs -- this can provide
Sprint PCS with a very early view of what direction other PCS carriers are
moving in.
As a reminder, the next PMUG Action Item Review meeting which is scheduled for
Tuesday, April 14th at the following location:
Lisle/Naperville Hilton
3003 Corporate West Drive
Lisle, IL 60532
(630) 505-0990
800-552-2599
If you have any questions, please contact Anita Besch on (630) 224-7453 for
further information on registration and hotel information.
6.2 Lucent's 3rd Party Programs
Lucent strives to partner with those corporations that can also enhance and
speed to market features that compliment your existing markets as well as
provides the competitive differentiation necessary to be successful.
6.3 Interoperability Lab
This facility is specifically designed to address Sprint's needs with our staff
ready to respond to Sprint PCS's requests.
- --------
1 Distribution of functionality across system elements, and specific
requirements written for each element.
2 Detailed test cases to validate functionality of the IOS irrespective of
vendors or schedule.
3 Owner's lab environment made available to Vendor consistent with the approved
test plan. MSC and BTS vendors have hardware and software in place to start
testing.
4 Applicable IOTT test cases have been executed.
5 The OAI capability, or a subset (specific to vendors verified) is declared
available for general deployment in a CDMA PCS network.
<PAGE>
Exhibit K
BTS ORDER PROCESS
LUCENT/SPRINT PCS BTS ORDER PROCESS:
Sprint PCS provides BTS questionnaire to Lucent Account Executive and Field
Engineer.
The Lucent Account Executive provides a Firm Price Quote identifying the
products to the Sprint PCS team representative. The BTS is now approved for
product procurement. Lucent Standard Indoor and Outdoor BTS Kits and services
are included in the Approved Products List (APL). The Sprint PCS Regional
representative will prepare the Purchase Requisition, obtain Budget Manager and
Director's signatures and notify the Lucent Account Executive of approval. The
Lucent Account Executive will send a copy of the Firm Price Quote to Order
Management (Dave Widergren). The Sprint PCS Regional representative will forward
the PR with Firm Price Quote attached to Sprint PCS Kansas City Purchasing :
John Sorrentino
Phone: 816-559-6029 Fax: 816-559-1555
7900 College Blvd. 2NDFl Overland Park, Kansas 66210
Sprint PCS Purchasing, John Sorrentino, will confirm part #'s and prices per the
Approved Products List (APL). Part numbers/prices which are not valid are
confirmed with the Sprint PCS Region and included as a variance or added to APL.
Joe Sotak, Lucent (913-338-8904) and John Sorrentino, Sprint PCS, will manage
the APL. Joe Sotak will send updates to Lucent Order Management (Dave Widergren)
and East AE (Ed Wacienga) and West AE (Dave Hemphill) for distribution to the
appropriate Field Engineers. See Attachment A for APL Process. John Sorrentino
will prepare individual Purchase Orders for equipment and services. All Purchase
Orders will include the Firm Price Quote Proposal number. The Purchase Order for
equipment is forwarded to Sprint North Supply; the Purchase Order for services
is forwarded to Lucent Order Management. Philadelphia is the only market
exception. Philadelphia orders will contain both Equipment and services on 1
order which is sent from Sprint PCS to Order Management. (Sprint has agreed to a
24 hour turnaround from receipt of approved Purchase Requisition to transmittal
of P.O. to Sprint North Supply and Lucent Order Management.) NO ORDERS FROM
SPRINT PCS FIELD/REGIONAL PERSONNEL WILL BE ACCEPTED BY LUCENT ORDER MANAGEMENT.
Equipment Orders to: Services Orders to:
April Holtwick, Sprint North Supply Dave Widergren, Lucent Order Mgmt
Phone: 800-755-3032 Phone: 770-613-8060
Fax: 800-776-3953 Fax: 770-613-8068
Sprint North Supply forwards the Equipment Purchase Order to Lucent Order
Management: (Sprint North Supply has agreed to a 48 hour turnaround from receipt
of P.O. to transmission to Lucent Order Management.) Sprint North Supply will
forward the equipment purchase order to:
Dave Widergren, Lucent Order Management Phone: 771-613-8060 Fax: 8068
<PAGE>
Lucent Order Management confirms receipt of Equipment Orders and ship date
within 48 hours via notification to April Holtwick, Sprint North Supply. Lucent
Order Management confirms receipt of Services Orders within 48 hours via
notification to John Sorrentino, Sprint PCS Purchasing. Program Manager sends
the Market Template (contains Cascade Site ID & FPN numbers) to Lucent Order
Management. Order Management sends the Account Executive, Program Manager,
Sprint North Supply and Nancy Elpers a copy of the Order Tracking Spreadsheet
which contains all equipment and services order information as required.
MATERIAL SHIPPING
Lucent GPC (Columbus - James Mc Griff, Columbus Global Provisioning Center
(GPC), Warehouse/Shipping ) to provide 24 hour advance notice of material at
dock by notifying:
Sprint North Supply; Rod Bennett
800-243-4666 or 913-791-6571 Voice
913-791-7668 Fax
Office Hours 7am to 4:30 pm Central Time, Monday thru Friday.
Rod will schedule Transportation Carrier (North Star Trucking). If material is
not picked up by 6:00 PM on scheduled day by SNS Carrier, Lucent will make
arrangements with back-up carriers for delivery. The back-up carrier will
invoice Sprint North Supply directly for transportation charges.
Back up carrier identified are:
Yellow Freight, Consolidated Freightways (LTL less than truck load) CalArk,
Burlington Motors, USA Truce (TL truckload) Eagle USA, LEP Profit (middle of
night pickup/and or hot shot run)
Sprint PCS is responsible for all transportation costs.
No orders are to be shipped with shortages......whole order ship ONLY. If
shortage is identified AFTER NOTIFICATION TO ROD BENNET, Columbus is to notify
Rod Bennett immediately. Jeff Hatfield, Columbus Customer Service will be
responsible to notify James McGriff of any shortages.
The same process for shipping will apply to Power Cabinets shipped from Omaha
and Batteries shipped from Dallas. (for those products which are not part of a
configured order)
<PAGE>
INVOICING:
EQUIPMENT:
Lucent Asset Management Organization will generate invoice per the Contract
terms; FOB Origin - payable 30 days from invoice date. The invoice for equipment
orders will be sent to Sprint North Supply per instructions on the Purchase
Order. Invoice at ship, payable 30 days from invoice date.
Sprint North Supply and Sprint PCS require one invoice for each Purchase Order.
Combining invoices is not acceptable. Invoice amount will not exceed Purchase
Order amount.
No additional documentation need accompany the invoice.
Invoice Disputes: John Sorrentino, is the Dispute Contact for Sprint PCS.
816-559-6029 Voice
816-559-1555 Fax
SERVICES:
Including Commissioning, Boltdown, Transportation:
The Program Manager will send the "Acceptance Form" to Asset Management
East/Central to: (New York, Albany, Syracuse, Buffalo, Rochester, Manhattan,
BBQ) Bob Seelig Fax: 770-613-8113
(Philadelphia, Boston, Milwaukee, Pittsburgh, Toledo, New Hampshire/Maine,
Hartford, Detroit) Fax: 770-613-8813
West to: (Phoenix, Salt Lake City, Denver, Tucson)
Julie Collins Fax: 770-613-8113
(San Francisco, Seattle, Fresno, Spokane, Portland, Sacramento)
Krista Hawkins Fax 770-613-8813
Receipt of the Acceptance form will trigger the Services Invoice.
The invoice for service orders will be sent to Sprint PCS Accounts Payable per
instructions on the Purchase Order. A copy of the Acceptance form is to be
attached to the invoice.
CTSO/Optimization efforts - a FQP is to be provided to Sprint PCS Regional Team
and PR prepared and submitted to Kansas City Purchasing. A PO will be issued by
John Sorrentino and submitted to Lucent Order Management. When the project is
complete (or established billing intervals) and customer acceptance signature is
obtained, CTSO will establish final billing to customer. Asset Management will
issue invoice and send per instructions on the Purchase Order.
<PAGE>
Sprint PCS requires one invoice for each purchase order. Combining invoices is
not acceptable. Invoice amount will not exceed Purchase Order amount.
*Exception: Philadelphia - Equipment and Services will be ordered on the same
purchase order issued by Sprint PCS Purchasing. The invoicing as agreed to by
SPCS and Asset Management will be progressive billing.
SPCS Services Invoice Dispute Contacts:
Eastern Region: Gina Alfonso 201-512-4717 Voice
Western Region: Sonny Sharma 510-468-7823 Voice
It is the responsibility of the Account Executive to monitor all invoicing
activities and manage dispute resolution.
GUIDELINES:
The BTS Order Process is effective January 1, 1998.
New Prices and terms are effective January 1, 1998
All documents must match (Quote - Purchase Order - Packing Slip - Invoice)
(The quote will contain BTS Equipment, Installation Equipment, and Services
with subtotal provided. As Sprint PCS internal Tax requirements do not allow for
equipment and services to be on same PO, Sprint PCS Purchasing will split into
separate POs. Thus the guideline that all documents must be matched is
compromised, i.e. Quote to Invoice.)
Cascade Site ID, Sprint PCS Order Number and Sprint North Supply Order Number
will be included on Equipment Purchase Orders sent to Lucent Order Management.
Cascade Site ID and Sprint PCS Order Number will be included on Services
Purchase Orders sent to Lucent Order Management.
Terms: FOB Origin - i.e. Sprint is responsible for all transportation costs.
Risk of Loss and title transfers at the Lucent dock. Lucent responsibility ends
at dock.
Sprint is responsible for transportation, construction and bolt down. Sprint may
elect to have Lucent perform these responsibilities for additional compensation
as noted in the contract. Lucent is responsible for commissioning.
<PAGE>
A Purchase Order is required for ALL orders. This includes material priced less
than $2500 (example; miscellaneous cables, adaptors, etc.). Change Orders and
Supplemental Authorization for Work (SAWOs) are not acceptable. A PO is required
for all products and services. Construction management is optional per the
Contract Terms. (for sites other than the SPCS Grandfathered cell sites deployed
in 1997 - 2939 identified in contract Exhibit X)
Orders are based on a 3 ECU Sprint Engineering Standard. Deviation from the 3
ECU i.e.. 1 or 2 will be billed at the $131,000 price. Orders beyond the
standard 3 ECU model (i.e. 4, 5, 6, etc.) will be invoiced at an additional
$7,000 each.
BTS will ship from Columbus, Ohio *Power Cabinets will ship from Omaha, Neb.
*Batteries will ship from Mesquite, Texas or direct from supplier (*If part of a
configured order, i.e., will ship from Columbus with BTS order)
One quote will be generated by Lucent Field Engineer for each base station,
installation hardware and services. It will be the responsibility of Sprint PCS
to break out the appropriate items such as installation hardware and services if
needed onto separate Purchase Requisition and Purchase Orders. Sprint E&O
indicated they want BTS installation hardware shipped earlier than BTS
equipment, thus need for Sprint Purchasing to issue separate PO identifying Date
Required (ie ship date).
BTS interval is 4 weeks from order entry into Lucent Order Management System.
REQUIREMENTS FOR VENDOR SHIPMENT:
BTSWhole Order ship. (with exception of Power cabinets and batteries)
Packing lists to be attached to outside of each master carton which detail, by
line item all assets contained in each box.
Each box/pallet shall contain the appropriate Cascade Site ID number, Sprint and
North Supply Purchase Order number.
PRICING:
Pricing is identified in the Contract, Schedule 2 and 3.
Growth frames - $78,700 (if identified in Phase II contract Exhibit X as part of
1997 deployed BTS) Sprint PCS agrees to provide Lucent with the intended Base
Station site.
<PAGE>
Identification for all 2nd and 3rd carrier growth cabinets which will be placed
at any of the Phase I sites listed in Exhibit X. Sprint PCS agrees that this
site information will be required in order to purchase at the Phase I price of
$78,700 for 8W or $94,700 for 16W per growth cabinet (Schedule 2). Sprint PCS
agrees to provide Lucent twice each year an inventory of Lucents's manufactured
equipment at each of the Sprint PCS sites. This list will be used to insure all
growth cabinets placed at locations not listed in Exhibit X were purchased at
the $100,000 price. Any discrepancies will be mutually worked by both parties
and invoices will be corrected as appropriate.
<PAGE>
ATTACHMENT A
APL - APPROVED PRODUCTS LIST CHANGE PROCESS
Owners:
Lucent: Joe Sotak Sprint PCS: John Sorrentino
7500 College Blvd., Suite 1212 7900 College Blvd, 2nd F
Overland Park, Kansas 66210 Overland Park, Ks 66210
913-338-8904 voice 816-559-6209 voice
913-338-8888 fax 816-559-1555 fax
Step 1, Lucent Technologies issues the "Approved Products List Change Form" with
associated reason for change. This form is to be signed off by the appropriate
Lucent Technologies representative (J. Sotak or a delegate).
Step 2, Sprint PCS inputs the updates/changes into the Approved Products List
(APL) and the appropriate Sprint PCS representative (J. Sorrentino or delegate)
signs off and dates and returns "Approved Products List Change Form" and a
printout of the updated APL. Sprint PCS faxes back the form and APL to J. Sotak
Fax 913-338-8888.
Step 3, The Change Form will have an issue number and date. The Change form will
be attached to the updated APL printout to serve as a permanent record. Copies
will be retained by Sprint PCS (J. Sorrentino) and Lucent Technologies (J.
Sotak).
Step 4, Joe Sotak sends updates to Dave Widergren, Lucent Order Management and
the Eastern Region AE, Ed Wacienga and the Western Region AE, Dave Hemphill as
required. It is the AE's responsibility to inform the Field Engineers.
The APL does not contain all BTS spares due to the high level of maintenance
required. The APL is intended to control a majority of the high dollar value
purchases of BTS equipment made by Sprint PCS.
See Att APL Change Form
<PAGE>
ATTACHMENT B
SPRINT PCS CONTACTS:
PURCHASING & BTSEQUIPMENT SERVICE INVOICE DISPUTES:
INVOICE DISPUTES:
John Sorrentino Eastern Region: Gina Alfonso
816-559-6029 voice 201-512-4717 voice
816-559-1555 fax 201-512-4713 fax
7900 College Blvd. 2nd Ft. One International Blvd, Suite 800
Overland Park, Kansas 66210 Mahwah, NJ 07495
Western Region: Sonny Sharma
510-468-7823 voice
510-468-7923 fax
4683 Chabot Drive, Suite 100
Pleasanton, California 94588
SPRINT NORTH SUPPLY:
ORDER MANAGEMENT:
April Holtwick John Burgess
1-80-755-3032 voice 1-800-755-3032 voice
913-791-7124 fax 913-791-7124 fax
600 New Century Parkway 600 New Century Parkway
New Century, Kansas 66031 New Century, Kansas 66031
TRANSPORTATION: Main Warehouse:
Rod Bennett 500 Sumner Way
1-800-243-4666 voice New Century, Kansas 66031
913-791-6571 voice
913-791-7668 fax
600 New Century Parkway
New Century, Kansas 66031
<PAGE>
ATTACHMENT B
LUCENT CONTACTS:
ORDER MANAGEMENT:
Dave Widergren
770-613-8060 voice
770-613-8068 fax
22 Technology Pkwy, Suite 200
Norcross, Georgia 30092
INVOICING:
Ed Rivers Bob Seelig - East Region
770-613-8002 voice 770-613-8091 voice
770-613-8113 fax 770-613-8813 fax
22 Technology Pkwy, Suite 200
Norcross, Georgia 30092
Butch Hefner - East Region
770-613-8092 voice
770-613-8813 fax
Julie Collins - West Region
770-613-8093 voice
770-613-8813 fax
Krista Hawkins - West Region
770-613-8094 voice
770-613-8113 fax
PROCESS: APPROVED PRODUCT LIST
Nancy Elpers Joe Sotak
913-338-8838 voice 338-8857 fax 913-338-8904 voice 338-8888 fax
7500 College Blvd, Suite 1212 7500 College Blvd, Suite 1212
Overland Park, Kansas 66210 Overland Park, Kansas 66210
EASTERN REGION AE: WESTERN REGION AE:
Ed Wacienga Dave Hemphill
716-223-6334 voice 510-468-7835 voice
716-223-4830 fax 510-468-7830
COLUMBUS GPC
James McGriff, Warehouse/Shipping
614-860-3822
Jeff Hatfield, Customer Service
614-860-7962
<PAGE>
Exhibit K
LUCENT/SPRINT PCS BTS ORDER PROCESS
Exhibit K is a flowchart diagram showing the processes by which Sprint Spectrum
Equipment Company, L.P. orders equipment from Lucent Technologies, Inc. and
Lucent Technologies, Inc., in turn, generates an invoice to send to Sprint
Spectrum Equipment Company, L.P. The exhibit lists the names, addresses and
telephone numbers of contact persons at both Sprint Spectrum L.P. and Lucent
Technologies Inc.
SPRINT SPECTRUM L.P.
1997 LONG-TERM INCENTIVE COMPENSATION PLAN
REVISED AMENDMENT No. 1
On or about February 20, 1998, pursuant to the authority vested in the
Compensation Committee, the Compensation Committee agreed to amend the
Termination and Normal Exercise provisions of the 1997 Long-Term Incentive
Compensation Plan. No other provisions or terms of that Plan have been modified
or terminated.
TERMINATION (as amended)
Vesting provisions upon termination are as follows:
Death or
Long Term Disability: Immediate vesting and payment of all unvested
units, will be valued based upon the July 1st
valuation immediately preceding the date of death
or disability. If death or company approved long
term disability occur on or after 7/1 but before
the results of the valuation for that Plan year
are available, payment will not be made until the
current Plan year valuation result is available.
Change of Control: Immediate vesting of all unvested units, based
upon a valuation performed as of the time of
change of control.
Involuntary Separation Vested units will be exercised immediately or as
Without Cause, Transfer soon as possible following termination date.
to a Partner, Reassign- Participants who assume a non-participating
ment to a Non- position or transfer to a partner may exercise
participating Position, vested units upon transfer or reassignment,OR hold
Constructive Discharge and exercise as soon as practicable after the next
(not involving Change of valuation. Management discretion will govern with
Control): respect to vested and unvested units in such cases
If termination, transfer to partner or non-
participating position occur on or after 7/1 but
before the results of the valuation for that Plan
year are available, payment will not be made until
the current Plan year valuation result is
available.
Voluntary Termination: Vested units will be exercised at termination and
will be valued based upon the July 1st valuation
immediately preceding the date of termination. If
termination occurs on or after 7/1 but before the
results of the valuation for that Plan year are
available, payment will not be made until the
current Plan year valuation result is available.
Discharge for Cause: All units, vested and unvested, are terminated and
cannot be exercised upon separation.
Retirement: Vested units may be exercised in the five year
period following retirement, but not later than
the units' expiration date. For purposes of this
Plan, the minimum retirement age is 55 and 10
years of credited service.
<PAGE>
NORMAL EXERCISE (as amended)
Vested units may be exercised within 45 days following the most recent
valuation. The normal exercise period is then closed until the 45-day period
after the next available valuation, which is to be concluded as soon as
practicable after June 30th of each year.
All units, vested or non-vested, granted in 1997 (including pro- rata grants)
will expire in the 45 day period following the availability of the valuation for
June 30, 2007.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001015551
<NAME> FDS - SPRINT SPECTRUM L.P. 6/30/98
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 24,075
<SECURITIES> 53,968
<RECEIVABLES> 147,293
<ALLOWANCES> (20,798)
<INVENTORY> 120,359
<CURRENT-ASSETS> 41,210
<PP&E> 3,898,277
<DEPRECIATION> (484,173)
<TOTAL-ASSETS> 6,262,783
<CURRENT-LIABILITIES> 618,117
<BONDS> 4,615,130
0
0
<COMMON> 0
<OTHER-SE> 556,265
<TOTAL-LIABILITY-AND-EQUITY> 6,262,783
<SALES> 336,104
<TOTAL-REVENUES> 336,104
<CGS> 374,196
<TOTAL-COSTS> 1,086,319
<OTHER-EXPENSES> 3,841
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (175,649)
<INCOME-PRETAX> (922,023)
<INCOME-TAX> 0
<INCOME-CONTINUING> (922,023)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (922,023)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
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<NAME> SPRINT SPECTRUM FINANCE CORPORATION
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