Amendment No. 1 to Cellular Supply Agreement between Dobson Communications Corporation and Northern Telecom Inc.
Contract Categories:
Business Operations
›
Supply Agreements
Summary
Dobson Communications Corporation and Northern Telecom Inc. amended their December 6, 1995 Supply Agreement to allow Dobson to purchase additional cellular equipment, software, and services as detailed in Exhibit A. This amendment constitutes a firm, non-cancelable purchase order for the listed items, with specific pricing and discount terms. Certain previous contract provisions, including contingency language, do not apply to this amendment. All other terms of the original agreement remain in effect. The amendment is effective as of December 20, 1995, and is signed by authorized representatives of both companies.
EX-10.6 68 a2041925zex-10_6.txt EXHIBIT 10.6 EXHIBIT 10.6 [LETTERHEAD] December 6, 1995 Mr. Everett Dobson President Dobson Communications Company 13439 North Broadway Extension Suite 200 Oklahoma City, Oklahoma 73114 Re: (Duplicate) signed original- DMS-MTX Cellular Supply Agreement Dear Mr. Dobson: Enclosed please find your signed original Cellular Supply Agreement. Please note that changes in the Agreement were made subsequent to your signature, as mutually agreed upon and acknowledged by the parties in Bill Barnett's letter of 11/30/95 (see enclosed copy). The referenced changes are as follows: (1) The language set out in the 11/30/95 letter was incorporated in the Agreement as new Section 24.1 (and all subsequent sections renumbered for conformity). (2) The words "Subject to Section 24.1 herein" were added to the beginning of Section 17.5. Also note, that the Effective Date and State of Incorporation for Dobson Communications Corporation were inserted into the opening paragraph of the Agreement. Your patience and cooperation in bringing this negotiation to a mutually successful conclusion have been appreciated. Very truly yours, /s/ Hal Naboshek Hal Naboshek Contracts Manager, Wireless Networks ###-###-#### cc: Molly Ellis Scott Linke [LOGO] November 30, 1995 Dear Everett, Below is the language to be inserted into the Purchase Agreement. Thank you for the business and have a wonderful holiday season. "THIS CONTRACT SHALL BECOME EFFECTIVE UPON EXECUTION BY BOTH PARTIES, HOWEVER NORTEL AGREES THAT IF THE CELLULAR LICENSES PURCHASED FROM TDS BY CUSTOMER ARE NOT TRANSFERRED TO CUSTOMER BY THE LAST DAY OF FEBRUARY 1996, CUSTOMER SHALL HAVE THE RIGHT TO TERMINATE THIS CONTRACT AND SHALL COMPENSATE NORTEL FOR IT'S REASONABLE EXPENSES INCURRED IN PERFORMANCE OF THIS CONTRACT." Best regards, /s/ Bill Barnett W.F. Barnett V.P. Sales Nortel Wireless Networks OKLAHOMA / TEXAS EQUIPMENT PURCHASE [LETTERHEAD] December 20, 1995 Dobson Communications Corporation 13439 North Broadway Extension, Suite 200 Oklahoma City, OK 73114 Attention: Verland Brewster Subject: Executed Amendment No. 1 to Supply Agreement Enclosure: (1) One (1) signed original, effective December 20, 1995 Dear Mr. Brewster: Northern Telecom Inc. ("NTI") hereby provides one fully executed copy of the subject Amendment No. 1 (Enclosure (1)). Should you have any questions concerning this agreement, please contact me at ###-###-#### or facsimile ###-###-####. Sincerely, /s/ Koni B. Overturf Koni B. Overturf Manager, Contracts Administration cc: Rick Barton Scott Linke Ken Ord AMENDMENT NO. 1 TO SUPPLY AGREEMENT BETWEEN DOBSON COMMUNICATIONS CORPORATION AND NORTHERN TELECOM INC. Made as of this 20th day of December 1995, by and between Dobson Communications Corporation (hereinafter referred to as "Buyer"), an Oklahoma corporation with offices at 13439 North Broadway Extension, Suite 200, Oklahoma City, Oklahoma 73114 and Northern Telecom Inc. (hereinafter referred to as "NTI" or "Seller"), a Delaware corporation with offices at 2435 N. Central Expressway, Richardson, Texas 75080. WHEREAS, Buyer and Seller entered into a Supply Agreement dated as of December 6, 1995 (the "Agreement"); and WHEREAS, Buyer and Seller now wish to amend the Agreement to allow for the purchase by Buyer of Additional Equipment as such is identified in Exhibit A hereto; NOW, THEREFORE, in consideration of the mutual covenants herein contained, Buyer and Seller agree as follows: 1. Buyer hereby agrees to purchase/license from Seller the Additional Equipment, Software and Services set forth in Exhibit A hereto. 2. Execution of this Amendment No. 1 constitutes a firm, non-cancelable Purchase Order for the Additional Equipment, Software and Services set forth in Exhibit A hereto. 1 3. Notwithstanding the provisions of Section 5.2.1 hereof, the parties understand and agree that, (i) the applicable purchase price as set forth in Exhibit A hereof ("Purchase Price") only satisfies the volume level requirements of Section 5.2.2; (ii) does not qualify for AE Credits as provided in Section 5.2.1 and; (iii) only those future Purchase Orders issued for amounts in addition to the Purchase Price will qualify for AE Credits. 4. For purposes of this Amendment, the contingency language set forth in Section 24.1 of the Agreement shall not apply. 5. Except as specifically modified by this Amendment, the Agreement in all other respects continues in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their duly authorized representatives effective as of the date first set forth above. DOBSON COMMUNICATIONS INC. NORTHERN TELECOM INC., By: /s/ Everett Dobson By: /s/ Matthew J. Desch ------------------------------- ------------------------------- Everett Dobson Matthew J. Desch - ----------------------------------- ----------------------------------- Type or Print Name Type or Print Name Title: President Title: Group VP & GM ---------------------------- ---------------------------- Date: 12/20/95 Date: 12/20/95 ------------------------------ ----------------------------- 2 EXHIBIT A 1.0 ADDITIONAL EQUIPMENT Delivery is currently scheduled for first quarter 1996. 1.1 SWITCH (SUPERNODE SE)
A-1 1.2 SWITCH (TDMA DIGITAL UPGRADE)
A-2 1.3 CELL SITES 1.3.1 OKLAHOMA B-SIDE MARKET
A-3 1.3.1 Oklahoma B-Side Market - Continued
A-4 1.3.2 Texas B-Side Market
A-5 1.3.2 Texas B-Side Market - Continued
A-6 1.3.3 Enid MSA Market
A-7 1.3.4 Oklahoma A-Side Market
A-8 1.4 TRAINING Prices for training are exclusive of travel, lodging, food, and incidental expenses, which shall be for Buyer's account. Course content is subject to change at Seller's discretion.
A-9
A-10 2.0 SOFTWARE 2.1 SOFTWARE. The items listed below as "included" are included in the Price quoted for the Switch in Section 1.1 of this Exhibit A.
2.2 The following additional Software is priced on a per voice channel basis except where indicated with a asterisk. The Total Software Price set out below is included in the Subtotal for Software in Section 1.1 of this Exhibit A.
A-12 2.3 Seller's unit price for an individual Software feature priced on a per voice channel basis (as set out in 1.4.2 above) shall remain fixed until Buyer has purchased such feature for two thousand (2,000) voice channels. Seller shall not charge Buyer for any number of voice channels in excess of a total of two thousand (2,000) for any one feature. 3.0 CELLULAR DIGITAL PACKET DATA (CDPD)- OPTION
* Net Total CDPD Price is valid for purchase under Amendment No. 1 only provided, that Amendment No. 1 is executed on or before 12/21/95. Each XLIU supports a maximum of 12 cell sites and a maximum of 250 TEIs. Each cell site supports one CDPD radio. A-13 MISSOURI / KANSAS EQUIPMENT PURCHASE DMS-MTX CELLULAR SUPPLY AGREEMENT BETWEEN DOBSON COMMUNICATIONS CORPORATION AND NORTHERN TELECOM INC.
i DMS-MTX CELLULAR SUPPLY AGREEMENT AGREEMENT dated December 6, 1995, by and between Dobson Communications Corporation (hereinafter referred to as "Buyer") a Oklahoma corporation, with offices located at 13439 North Broadway Extension, Suite 200, Oklahoma City, Oklahoma 73114 and Northern Telecom Inc., a Delaware corporation with offices located at 2435 N. Central Expressway, Richardson, Texas 75080 (hereinafter referred to as "NTI" or "Seller"). WITNESSETH: In consideration of the mutual promises and covenants hereinafter set forth, the parties hereby agree as follows: 1. DEFINITIONS As used herein, the following capitalized terms have the following meanings: 1.1 "CELL SITE" shall mean any Seller-engineered Hardware and Software comprised of Seller radios and common equipment, but not Switch or Switch-related equipment. 1.2 "COMMISSIONING" shall mean the on-site testing of Equipment installed by Seller in accordance with Seller's Acceptance Criteria set forth in Annex 3 hereof. 1.3 "DOCUMENTATION" shall mean System documentation, whether in written or electronic form, delivered to Buyer in the medium set forth in Buyer's Purchase Order, such media being more fully described in Annex 7, "Documentation." All Documentation delivered to Buyer shall be subject to any copyright and confidentiality restrictions. 1 1.4 "EQUIPMENT" shall mean either singularly or collectively the NTI-manufactured Hardware and Software products provided hereunder. The terms of this Agreement applicable to "Equipment" shall also be deemed to apply to OEM Equipment, unless otherwise expressly excluded in this Agreement and subject to the limitations set forth in Section 2.1.4 hereof. 1.5 "EXPANSION" shall mean Equipment (which may in certain circumstances include a Cell Site) added to a System after Turnover that is beyond the wired-for System capacity as provided in its original configuration, and which Equipment requires Seller engineering and Installation/Commissioning Services. 1.6 "HARDWARE" shall mean the NTI hardware components listed in Annex 1 as may comprise a System, an Expansion, a Cell Site, or Merchandise. 1.7 "INITIAL PURCHASE" shall mean the Equipment, Installation, and Services specifically identified in Annex 1, being initially purchased by Buyer hereunder. 1.8 "INSTALLATION" shall mean the installation of Equipment by Seller. 1.9 "INSTALLATION SITE" shall mean the location (contiguous United States) specified in Buyer's Purchase Order for Installation of a Switch and/or Cell Sites. 1.10 "MERCHANDISE" shall mean miscellaneous components of Hardware, with respect to which no engineering, Installation, or Commissioning are to be provided by Seller. 1.11 "OEM EQUIPMENT" shall mean miscellaneous items of non-NTI equipment made available for sale to Buyer by Seller under this Agreement, not integrated into the Hardware during the manufacturing process. 1.12 "PROJECT SCHEDULE" shall mean those delivery, installation and/or in-service dates, as applicable, proposed by Buyer and accepted by Seller. 2 1.13 "PURCHASE ORDER" shall mean any Purchase Order issued by Buyer hereunder to Seller pursuant to Section 3 of this Agreement. 1.14 "SERVICES" shall mean those services performed by Seller under this Agreement. 1.15 "SHIP DATE" shall mean the scheduled date agreed upon by Buyer and Seller as the date on which the appropriate Equipment shall be shipped. 1.16 "SOFTWARE" shall mean the proprietary and/or third party software computer programs (consisting of firmware and logic instructions in machine-readable code residing in, or intended to be loaded in System memories which provide basic logic, operating instructions and user-related application instructions, but excluding customer data) as well as associated documentation used to describe, maintain and use the programs which are integral to any Hardware furnished to Buyer. Any reference herein to Equipment or Software being "sold," "purchased" or the like is understood to be a reference in fact to the program being licensed. 1.17 "SPECIFICATIONS" shall mean the specifications and performance standards of the Hardware, Software and System as set forth in the applicable sections of NORTHERN TELECOM PRACTICES ("NTPs"), incorporated herein by reference. Seller shall have the right, at its sole discretion to modify, change or amend the Specifications at any time during the term of this Agreement. 1.18 "SWITCH" shall mean any one of the DMS-MTX family of switching components. 1.19 "SYSTEM" shall mean the combination of a Switch and one or more Cell Sites furnished hereunder requiring Seller engineering and Installation/Commissioning Services. 1.20 "TERM" shall mean the period commencing on the date first set forth above (hereinafter "Effective Date") and ending three (3) years therefrom, unless terminated earlier in accordance with the terms and conditions hereof, or unless extended by the mutual written consent of the parties hereto. 3 1.21 "TURNOVER" shall mean that time when Seller has completed Installation and Commissioning of a Switch, Cell Site or Expansion and turns over such equipment for Buyer's placing into service. 1.22 "WARRANTY PERIOD" shall mean: 1.22.1 With respect to the Hardware engineered, furnished and installed by Seller, a period of twelve (12) consecutive months from the date of Turnover. 1.22.2 With respect to Cell Sites not installed by Seller, thirteen (13) consecutive months from the shipment date. 1.22.3 With respect to the Software, a period of twelve (12) consecutive months from the date of Turnover. 1.22.4 With respect to Merchandise, a period of ninety (90) consecutive days from the shipment date of that Merchandise. 2. SCOPE 2.1 During the Term, in accordance with an appropriate Purchase Order issued by Buyer for Equipment and/or Services, Seller shall: 2.1.1 engineer, deliver, install (or have installed) and Commission the Equipment for use in the continental United States; 2.1.2 grant to Buyer a nonexclusive license to use all Software associated with, and integral to, Hardware purchased by Buyer hereunder, which license shall continue beyond the Term, in accordance with Annex 6 attached hereto; 2.1.3 carry out the installation of Equipment at the applicable Installation Site substantially in accordance with the Sample Project Schedule set forth in Annex 2 and in accordance with the relevant Purchase Orders; 2.1.4 furnish OEM Equipment to Buyer at prices to be quoted by Seller and in accordance with such OEM vendor's then current terms, conditions and specifications. 4 3. PURCHASE ORDERS 3.1 Each Purchase Order for Equipment and/or Services issued during the Term of this Agreement, or as it may be extended, shall be governed by the terms and conditions of this Agreement, and shall incorporate these terms and conditions by reference. Buyer hereby expressly agrees that except for non-conflicting administrative terms as provided below, any additional or preprinted terms or conditions on the applicable Purchase Order, shall be null, void and of no effect. Each such Purchase Order shall specify: 3.1.1 The description of the ordered Equipment and/or Services, including any identification referenced in the price list herein attached as Annex 1; 3.1.2 Requested place and date of delivery as previously agreed by Seller; 3.1.3 Applicable Price for the ordered Equipment and/or Services as set forth in Annex 1 or as may be separately quoted by Seller from time to time; 3.1.4 Price for Equipment engineering, installation and testing to be quoted by Seller, together with a mutually agreed Installation and Turnover schedule; 3.1.5 Installation Site(s) where applicable; 3.1.6 Other appropriate information as may be required by Seller necessary to fill the Purchase Order such as Buyer's floor plan and frequency plan; and 3.1.7 Location to which the applicable invoice shall be rendered for payment. 3.2 Any Purchase Order issued by Buyer and not rejected in writing within ten (10) business days after receipt by Seller shall be deemed accepted. 4. PRICE 4.1 The price ("Price") for any Equipment shall consist of (i) unit list prices for Hardware and Merchandise, as set forth in Annex 1; (ii) license fees to use the Software associated with such Hardware, as set forth in Annex 1; and (iii) for OEM Equipment and Services, the Prices as may be quoted by Seller from time to time. 5 4.2 Unless otherwise specified, the Prices set forth in Annex 1 are exclusive of Seller's charges for any Services associated therewith. 4.3 The Prices are exclusive of any taxes, which shall be the responsibility of Buyer pursuant to Section 5.4 hereof. 5. PAYMENT 5.1 With respect to Purchase Orders for Equipment that include Installation Services therefor, delivery of which Equipment is taken by Buyer on or before December 31, 1995, Buyer shall pay to Seller the appropriate Price in accordance with the following schedule: 5.1.1 20% of the Purchase Order Price payable upon execution of this Agreement by the parties. 5.1.2 10% of the Purchase Order Price shall be invoiced by Seller upon shipment of the Switch in the case of a System Installation or, in the case of an Expansion or Cell Site installation, upon shipment of the major components to the Installation Site. Such payment shall be paid to Seller within thirty (30) days following the date of Seller's invoice therefor. 5.1.3 50% of the Purchase Order Price shall be invoiced by Seller upon the date of Turnover. Such payment shall be paid to Seller within thirty (30) days following the date of Seller's invoice therefor. 5.1.4 20% of the Purchase Order Price shall be invoiced by Seller after Acceptance of the Equipment as defined in Article 14 herein. Such payment shall be paid to Seller within thirty (30) days following the date of Seller's invoice therefor. 5.2 With respect to Purchase Orders for Equipment that include Installation Services therefor, delivery of which Equipment is taken by Buyer after December 31, 1995, Buyer shall pay to Seller the appropriate Price in accordance with the following schedule: 5.2.1 20% of the Purchase Order Price payable upon Seller's acceptance of Buyer's Purchase Order. 6 5.2.2 50% of the Purchase Order Price shall be invoiced by Seller upon shipment of the Switch in the case of a System Installation or, in the case of an Expansion or Cell Site installation, upon shipment of the major components to the Installation Site. Such payment shall be paid to Seller within thirty (30) days following the date of Seller's invoice therefor. 5.2.3 20% of the Purchase Order Price shall be invoiced by Seller upon the date of Turnover. Such payment shall be paid to Seller within thirty (30) days following the date of Seller's invoice therefor. 5.2.4 10% of the Purchase Order Price shall be invoiced by Seller after Acceptance of the Equipment as defined in Article 14 herein. Such payment shall be paid to Seller within thirty (30) days following the date of Seller's invoice therefor. 5.3 Any additional monies that become due to Seller (including, without limitation, Merchandise orders, Service orders, such items as are described in Section 5.4, Equipment purchases wherein Installation is not provided by Seller, and OEM Equipment not part of the original System order) shall be invoiced one hundred percent (100%) upon shipment, or upon completion of Services performed, and paid to Seller by Buyer within thirty (30) days of Seller's invoicing Buyer therefor. In the case of a phased Installation, or if portions of an Installation are delayed due to no fault of Seller, Seller may invoice on a per Installation Site basis upon completion of the applicable milestone event. 5.4 All past due amounts (collectively, "Past Due Amounts") shall bear interest at the rate of one and one-half percent (1 1/2%) per month (or such lesser rate as may be the maximum permissible rate under applicable law), beginning with the date on which the applicable Past Due Amount was due and payable. 5.5 Except for any franchise tax or any tax assessed on Seller's net income, Buyer shall pay to Seller the amount of any sales and/or use tax, duty, excise tax, fee or similar charges which Seller may be required to pay because of its performance of this Agreement. Personal property taxes 7 assessable on the Equipment shall be the responsibility of Buyer. To the extent Seller is required by law to collect such taxes (state or local), one hundred percent (100%) thereof shall be added to invoices as separately stated charges and paid in full by Buyer, unless the Buyer is exempt from such taxes and furnishes Seller with a certificate of exemption prior to issuance of invoice in a form reasonably acceptable to Seller. Buyer shall hold Seller harmless from any and all subsequent assessments levied by a proper taxing authority for such taxes, including any interest, penalties or late charges due to Buyer's failure to perform hereunder. 5.6 Until the total Price for each Purchase Order is paid to Seller, Seller shall retain and Buyer hereby grants to Seller a purchase money security interest in the Equipment, as applicable, and Buyer shall cooperate with Seller in perfecting such interest. 5.7 Prior to payment in full of the Price and all additional monies due to Seller, without written permission of Seller, Buyer shall not sell or lease Equipment purchased by it, or assign any license to use the Software, or allow any liens or encumbrances to attach to any such Equipment, or remove such Equipment or Software from the Installation Site (if applicable). 5.8 Seller reserves the right to require reasonable assurances of payment by Buyer, e.g., funded financing by a financial institution acceptable to Seller or letter of credit from a reputable bank provided by Buyer to Seller not later than thirty (30) days prior to the scheduled Ship Date. Seller may, from time to time, evaluate Buyer's credit standing, and on that basis, establish a credit limit to accommodate Buyer's issuance of Purchase Orders as herein provided. Buyer shall provide any reasonable assistance requested by Seller necessary for Seller to make such evaluation. 6. DELIVERY, RISK OF LOSS, TITLE 6.1 Equipment shall be shipped F.O.B. the place of shipment with freight charges prepaid and invoiced back to Buyer, except that in the case of a Switch purchase or a Cell Site purchase that includes the E, F, and I 8 option, Seller will be responsible for freight charges. Seller will select the method and common carrier for shipment unless otherwise specified by Buyer on the Purchase Order, in which case, Buyer will be responsible for any additional premium freight charges. 6.2 Title and risk of loss or damage to any Equipment furnished by Seller to Buyer in accordance with this Agreement shall pass to Buyer at the point and on the date of shipment. Seller warrants to Buyer that such title shall be good and clear title, free and clear of all liens and encumbrances. THE FOREGOING NOTWITHSTANDING, TITLE TO SOFTWARE SHALL NOT PASS TO BUYER AT ANY TIME. 6.3 Not later than thirty (30) days prior to the earliest Ship Date relating to any of the items covered by the applicable Purchase Order Buyer may notify Seller that Buyer (i) does not wish to receive shipment of any Equipment on the date set forth in such Purchase Order, or (ii) that Buyer's facilities are not prepared pursuant to Annex 2 hereof in sufficient time for Seller to make delivery pursuant to the date set forth in the applicable Purchase Order. In such case Seller shall have the right to place such Equipment in storage and Buyer shall be liable for all additional transportation, demurrage, loading, storage, and associated costs thereby incurred by Seller. The shipment of Equipment to a storage location as provided in this Section 6.3 shall be deemed to constitute shipment of the Equipment for purposes of invoicing, passage of title and risk of loss, and commencement of the Warranty Period. 7. WARRANTIES, REMEDIES AND LIMITATION OF WARRANTIES AND REMEDIES AND DISCLAIMERS OF WARRANTIES AND LIABILITY 7.1 HARDWARE AND SERVICES WARRANTY 7.1.1 Seller warrants that during the Warranty Period, the Hardware furnished under this Agreement shall be free from defects in material and workmanship, and shall conform to the applicable portions of the Specifications, and that the Services furnished under this Agreement shall be performed in a professional and workmanlike manner. Any and all 9 claims for breach of this warranty are conclusively deemed waived unless made during the Warranty Period. Performance of Seller's obligations hereunder shall not extend the Warranty Period, except that any Hardware and/or Services repaired, replaced or corrected during the Warranty Period shall continue to be warranted for the balance of the Warranty Period. 7.1.2 Seller's sole obligation and Buyer's exclusive remedy under this warranty are limited to the replacement or repair, at Seller's option, of the defective component of the Hardware, or the correction of the faulty Services. Such replacement Hardware may be new or reconditioned to perform as new, at Seller's option. Buyer shall bear the risk of loss and damage and all transportation costs for defective Hardware shipped to Seller; and Seller shal bear the risk of loss and damage and all transporation costs for replacement Hardware shipped to Buyer. Title to defective or replacement Hardware shall pass to Seller or Buyer, as appropriate, upon receipt thereof. 7.2 SOFTWARE WARRANTY Seller warrants that, proived the Software is not altered by Buyer, and provided the Software is used in conjunction with the DMS-MTX Hardware purchased under this Agreement ane such Hardware has been maintained in accordance with Seller's recommended maintenance procedures, the Software shall function during the Warranty Period without defects which materially affect Buyer's use of the Software in accordance with Seller's Specifications for the Software. In the event the Software fails to so perform and Buyer's use of the System is materially affected by such failuer, Buyer's exclusive remedy under this warranty is to require Seller to correct such failure and such remedy is conditioned upon Seller's receiving written notice within the Warranty Period (or oral notice promptly confirmed in writing) of such failure. The correction of any Software failure shall not extend the Software Warranty Period. 10 7.3 RESPONSE SERVICES/TIME 7.3.1 During the Warranty Period, Seller's technical assistance service ("TAS") department shall provide reasonable assistance in the investigation and resolution of service affection problems. If such assitance is requested by Buyer, Buyer agrees to follow Seller's standard policies and procedures related to such TAS services as set forth in Annex 5, "Seller Warranty Services." The Hardware Warranty Period shall include TAS only to the extent that any TAS services provided under the Switch warranty also apply to Hardware operating in conjuction with the applicable Switch. For routine warranty service situations, Seller shall ship replacement or repaired Hardware (or components thereof) within thirty (30) days of receipt of the defective Hardware (or components thereof) from Buyer. 7.3.2 For emergency warranty service situations, Seller shall, during the Warranty Period, use all reasonable efforts to ship replacement Hardware (or components thereof) within twenty-four (24) hours of notification of the warranty defect by Buyer. Buyer shall pay to Seller the surcharge set forth in Annex 5, for such expedited shipment of placement Hardware. Buyer shall ship the defective Hardware to Seller within thirty (30) days of receipt of the replacement Hardware. In the event Seller fails to receive such defective Hardware within such thirty (30) day period, Seller shall invoice Buyer for the replacement Hardware at then-current price in effect therefor. For the purpose of this Agreement, an emergency shall be deemed to exist upon the occurence of a Priority E1 or E2 problem, as defined as Annex 5. 7.4 THE WARRANTIES AND REMEDIES SET FORTH ABOVE CONSTITUTE THE ONLY WARRANTIES WITH RESPECT TO THE EQUIPMENT AND SERVICES PROIVDED, AND BUYER'S EXCLUSIVE REMEDIES IN THE EVENT SUCH WARRANTIES ARE BREACHED. THEY ARE IN LIEU OF ALL OTHER WARRANTIES WRITTEN AND ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY 11 NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT THE SWITCH COMPONENT BEING PROVIDED UNDER THIS AGREEMENT IS USED. 7.4.1 Seller's obligations udner this article 7 shall not apply to (i) Equipment or components thereof such as fuses and bulbs that are normally consumbed in operation, or have a normal life inherently shorter than the Warranty; (ii) defects that are a result of improper storage, installation, use, maintenance or repair by the Buyer (including, without limitation, operation of the Equipment outside the environmental parameters defined in the Specifications); (iii) improper operation of Equipment with other hardware used by Buyer, including the operation of Equipment with hardware not authorized by Seller for use with the Equipment, or use of the Equipment with any improperly operating equipment not supplied by Seller under this Agreement; (iv) Equipment or components thereof that due to no fault of Seller have been subjected to any other kind of misuse or detrimental exposure or have been involved in an accident, fire explosion, Act of God, or any other cause not attributable to Seller, or (v) Equipment or INstallation Services altered, repaired, installed or relocated by any party other than Seller or Seller's agents. For purposes of subsection (v), "install" shall not mean the routine plug-in of the components done in accordance with NTP guidelines. 7.5 OEM EQUIPMENT 7.5.1 OEM Equipment furnished under the initial Purchase Order in conjunction with a Switch, (e.g., terminals and printers), shall be warranted in accordance with the Hardware warranties set forth in Section 7.1 and handled through Seller's Repair and Return department. With respect to all other OEM items ordered by Buyer, Buyer shall receive the warranties for such OEM Equipment directly from such OEM venders. Except for the warranty of title extended in Section 6.2 hereof, the warranties provided in this Section 7.5 are Buyer's sole and exclusive remedy against Seller with respect to OEM Equipment provided under this Agreement. 12 8. FORCE MAJEURE If the performance of this Agreement, or of any obligation hereunder except for the obligations set forth in Article 5 is prevented, restricted or interfered with by reason of fires, breakdown of plant, labor disputes, embargoes, government ordinances or requirements, civil or military authorities, acts of God or of the public enemy, acts or omissions of carriers, inability to obtain necessary materials or services from suppliers, or other causes beyond the reasonable control of the party whose performance is affected, then the party affected, upon giving prompt notice to the other party, as set forth in Section 24.2 shall be excused from such performance on a day-for-day basis to the extent of such prevention, restriction, or interference (and the other party shall likewise be excused from performance of its obligations on a day-for-day basis to the extent such party's obligations relate to the performance so prevented, restricted or interfered with); provided that the party so affected shall use reasonable efforts to avoid or remove such causes of non-performance and both parties shall proceed to perform their obligations with dispatch whenever such causes are removed or cease. 9. PATENT OR COPYRIGHT INFRINGEMENTS 9.1 Seller agrees to indemnify Buyer with respect to any suit, claim, or proceeding brought against Buyer alleging that Buyer's use of the Equipment constitutes an infringement of any United States patent or copyright. Seller agrees to defend Buyer against any such claims and to pay all litigation costs, reasonable attorney's fees, settlement payments and any damages awarded in any final judgment arising from such suit, claim or proceeding; provided, however, that Buyer shall promptly advise Seller of any such suit, claim, or proceeding and shall cooperate with Seller in the defense or settlement of such suit, claim or proceeding and provided Seller shall have sole control thereof. 9.2 In the event that an injunction is obtained against Buyer's use of Equipment arising from such patent or copyright suit, claim or proceeding, in whole or in part, Seller shall, at its option, either: (i) procure for Buyer the right to continue using the portion of a System enjoined from use; or (ii) 13 replace or modify the same so that Buyer's use is not subject to any such injunction. 9.3 In the event that Seller cannot perform under Section 9.2, Buyer shall have the right to return such Equipment or portion thereof to Seller upon written notice to Seller and in the event of such return, neither party shall have any further liabilities or obligations under this Agreement, except that Seller shall refund the depreciated value of any such Equipment or portion thereof as carried on the Buyer's books at the time of such return. 9.4 Seller's indemnity obligations under Section 9.1 shall not apply to infringement claims (i) arising from any portion of the Equipment that is manufactured to Buyer's design, or (ii) arising from the use of the Equipment in combination with any other apparatus or material not supplied by Seller to the extent that the claims arise from such combination usage. 9.5 The foregoing states the entire liability of Seller for patent or copyright infringement by the Equipment. Seller shall have no liability whatsoever for any patent or copyright infringement arising from Buyer's use of the OEM Equipment, and Seller makes no warranty with respect thereto. 10. SOFTWARE LICENSE 10.1 With respect to Equipment containing Software acquired under this Agreement, Buyer is hereby granted a non-exclusive license to use the Software in accordance with the terms set forth in Annex 6, "Software License." Buyer is granted no title or ownership rights to the Software, which rights shall remain in Seller or Seller's suppliers as appropriate. An initial Software license fee paid by Buyer shall not cover charges for future Software releases as contemplated in Section 11, and which fees are set forth in Annex 1. 10.2 From time to time Seller may, at its discretion, offer to license, at variable fees, optional Software features to Buyer for use on Buyer's System. Such variable fees shall be calculated on the basis of measurable units of 14 usage. The criteria for measurement may vary from feature to feature, but will consist of units that may be quantified, such as, by way of example and not limitation, radios (voice channels), effective traffic channels, cell sites or subscribers (hereinafter "measurable units"). For purposes of this Article 10, "System" shall mean, in addition to the definition set forth in Section 1.18 hereof, Buyer's DMS-MTX and all interconnected cell sites. 10.2.1 A list of Seller's current variable license fee offerings is included in Annex 1, as amended from time to time. Seller shall notify Buyer of any price increases affecting such features not later than sixty (60) days prior to the effective date. All such updates to Annex 1 shall be provided to Buyer under separate cover and shall be deemed to be incorporated herein by reference. The fees for all such features shall be subject to a minimum charge as determined for each individual Software feature; however, the total fees for each individual Software feature based on the total number of such measurable units quantified during the duration of the Software license will not aggregately exceed the then-current fixed rate price for that particular feature. Buyer, at its option, may license such Software features at the applicable fixed-rate price. 10.2.2 In the event Buyer elects to license certain Software features on a measurable unit basis as described hereinabove, Buyer hereby gives Seller the right to audit Buyer's System either remotely or visually, or some combination thereof, for purposes of determining such unit quantities. Seller shall conduct an audit at the time the applicable Software is loaded onto Buyer's DMS-MTX to determine the initial quantity of measurable units. Thereafter, Seller shall have the right to audit Buyer's System on an annual basis as set forth herein. Following each annual audit, Buyer shall be invoiced for any additional measurable units as compared with the preceding twelve-month period total. No license fees shall be pro rated because of usage of any additional measurable units during any portion of the preceding twelve-month period. Payment shall be made to Seller by Buyer for all license fees and associated taxes in accordance with Article 5 of this Agreement. Seller's right to audit and invoice Buyer in accordance with this Section 10.2 hereof for measurable units added following the expiration of the Agreement shall survive the term of the Agreement. 15 10.3 The obligations of Buyer under this Article 10 and Annex 6 shall survive the termination of this Agreement, regardless of the cause of termination. 11. SOFTWARE UPDATES 11.1 The license fees set forth in Annex 1 for additional Software releases assume that Buyer's System is operating on Software at the same level of maintainability as set forth in Section 11.3 hereof. Otherwise, retrofitting features from a new release onto Buyer's System shall be considered and quoted by Seller on a case-by-case basis. Additionally, future Hardware purchases may require the support of a then-current Software load. 11.2 Any such Software release may require the purchase of additional Hardware by Buyer. 11.3 If Buyer elects to remain on a prior Software release, Seller's sole obligation hereunder shall be to make available maintenance for the Software for the previous two consecutive releases from the then-current, Seller-numbered release (i.e., numbered Software load). 12. REMEDIES 12.1 Seller shall have the right to suspend its performance under this Agreement by written notice to the Buyer and forthwith remove and take possession of any portion of the Equipment that has been delivered if the Buyer, prior to payment to Seller of the Price, shall become insolvent or bankrupt, make a general assignment for the benefit of, or enter into any arrangement with creditors, file a voluntary petition under any bankruptcy, insolvency, or similar law, or have proceedings under any such laws or proceedings seeking appointment of a receiver, trustee or liquidator instituted against it which are not terminated within thirty (30) days of such commencement. 12.2 In the event of any material breach of this Agreement by either party which shall continue for thirty (30) or more days after written notice of such breach (including a reasonably detailed statement of the nature of such 16 breach) shall have been given to the breaching party by the aggrieved party, the aggrieved party shall be entitled at its option: 12.2.1 if the aggrieved party is the Buyer, to suspend its performance under Article 5 of the Agreement for so long as the breach continues uncorrected or; 12.2.2 if the aggrieved party is Seller, to suspend performance of all of its obligations under the Agreement for so long as the breach continues uncorrected or; 12.2.3 to avail itself of any and all remedies available at law or equity whether or not it elects to suspend its performance under Section 12.2.1 or 12.2.2 as applicable. 12.3 NOTWITHSTANDING THE PROVISIONS OF SECTION 12.2, OR ANY OTHER PROVISION OF THIS AGREEMENT, SELLER SHALL NOT BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER FOR ANY ACTION ARISING UNDER THIS AGREEMENT. 12.4 Any action for breach of this Agreement or to enforce any right hereunder shall be commenced within two (2) years after the cause of action accrues or it shall be deemed waived and barred (except that any action for nonpayment may be brought at any time permitted by applicable law). 13. BUYER'S RESPONSIBILITIES 13.1 With respect to Equipment Installation, Buyer agrees that certain duties shall be performed by the Buyer in a timely and proper fashion as a condition precedent to Seller's obligations hereunder, including, but not by way of limitation, those responsibilities designated in Annex 2 (Statement of Work) as being the Buyer's, and the following: 13.2 Buyer shall prepare the Installation Site(s) in accordance with Seller's requirements for the Equipment as further set forth herein and in Annex 2, no later than by the project dates as stated in Purchase Order(s) accepted by Seller pursuant to the terms of this Agreement. 17 13.3 Buyer, at its expense, shall obtain all necessary local and federal government permits applicable to a cellular telecommunications system installation and operation (excluding any applicable permits required in the normal course of Seller's doing business). Buyer understands and agrees that all site engineering (including cell sites) architectural work, civil work and supervision thereof, site selection engineering, propagation engineering, environmental approvals and rights-of-way are the responsibility of Buyer. 13.4 Buyer shall Insure that only qualified technicians shall perform any maintenance and/or repair to the Equipment during the Warranty Period, which maintenance and/or repair shall be confined to routine tasks performed in accordance with Seller provided specifications. 14. TESTING, TURNOVER AND ACCEPTANCE 14.1 On completion of Installation of Equipment installed by Seller, Seller shall provide Buyer five (5) days prior written notification that such Equipment is ready for Commissioning. Following such notification, Buyer agrees to have a representative present to witness and acknowledge completion of such testing. Seller shall test the Equipment in accordance with its standard testing procedures to determine Equipment conformity with the standards and specifications (hereinafter "Acceptance Criteria") of the applicable Seller installation manuals as referenced in Annex 3, "DMS-MTX Acceptance Criteria," as may be amended from time to time. 14.2 On the date that such Commissioning has been successfully completed, Seller shall turn the Equipment over to Buyer ("Turnover"). On the date of Turnover, Buyer shall complete and return to Seller the "Turnover Notice" as described in Annex 4. 14.3 For purposes of this Agreement, the occurrence of any of the following shall be deemed to constitute "Acceptance" of the Equipment: 14.3.1 Within fifteen (15) days following the date of Turnover, Buyer shall either accept the Equipment in writing as provided in Annex 4, "Acceptance 18 Notice," or notify Seller in writing specifying in reasonable detail those particulars in which the Equipment does not meet the Acceptance Criteria. With respect to any such particulars, Seller shall promptly proceed to take corrective action, and following correction, Buyer shall accept the Equipment in writing. 14.3.2 The failure of Buyer to notify Seller within fifteen (15) days after Turnover (or, in the case of correction, fifteen [15] days following such correction) of any particulars in which the Equipment does not meet the Acceptance Criteria, or the use by Buyer of the Equipment or any portion thereof in revenue-producing service at any time, shall be deemed to constitute Acceptance of such Equipment. 14.4 Acceptance of Equipment not installed by Seller shall be deemed to occur upon receipt of and inspection by Buyer. 15. COVERAGE, INTERFERENCE AND THIRD-PARTY FACILITIES 15.1 Seller will not be responsible for radio propagation or coverage distance due to Buyer's design. Seller shall not be responsible for any failures or inadequacies of performance resulting from equipment not supplied and installed by Seller or Seller's agents and subcontractors pursuant to this Agreement. Seller shall not be responsible for interference or disruption of service caused by operation of other radio systems, lightning, motor ignition or other similar interference. 15.2 In the event Buyer utilizes facilities or services supplied by others such as common carrier circuits or towers, Seller shall have no responsibility for the availability or adequacy of such services or facilities. 16. REGULATORY COMPLIANCE 16.1 Seller shall use all reasonable efforts to install Equipment so that it shall comply in all material respects with all Federal, State, and local laws and regulations in force on the Effective Date of this Agreement, which directly impose obligations upon the manufacturer, Seller, or installer thereof. 19 16.2 The prices set forth for the Equipment described herein are based on Seller's design, manufacture, and delivery of the Equipment pursuant to its design criteria and manufacturing processes and procedures in effect on the Effective Date of this Agreement. If, as a result of the imposition of requirements by any Federal, State or local government during the Term of this Agreement there is a change in such criteria, processes or procedure or any change in the Equipment, the Prices will be adjusted equitably to reflect the added cost and expense of such change. 17. CHANGES 17.1 Up to ninety (90) days prior to the scheduled Ship Date (or such later time as is acceptable to Seller), Buyer may request Equipment addition(s) or deletion(s) to any original Equipment configuration. At any time prior to the start of Commissioning, Buyer may request changes to the Project Schedule or Statement of Work. All such Equipment reconfigurations or changes to the Statement of Work or Project Schedule ("Changes") shall be subject to prior written approval of Seller. 17.2 Except as provided in 17.3 below, all Changes shall be documented in a written change order ("Change Order"), which shall be executed by Buyer and returned to Seller prior to implementation of the requested Changes. The Change Order shall detail any adjustments to the Price, Statement of Work, or Project Schedule required by Seller for any aspect of its performance under this Agreement. 17.3 Upon written request of Buyer for a Change to the Statement of Work that entails additional services totaling $10,000, or less, and upon written acceptance thereof by Seller, Seller will proceed in good faith to implement such Change prior to receipt of an executed Change Order. Within five (5) days following Buyer's written request, the parties shall agree upon an appropriate price for such Changes, all of which will be summarized in a subsequent Change Order and executed by an authorized representative of Buyer within fifteen (15) days following the date of the request for Change. 20 17.4 Calculations for any System reconfigurations prior to the Ship Date shall be based on Prices set forth in Annex 1, provided that (i) any additions shall include any necessary engineering, installation and testing charges and (ii) any deletions shall include applicable discounts, and further provided that the net cumulative amount of Changes shall not reduce the Price of a Purchase Order by more than ten percent (10%). 17.5 Subject to Section 24.1 herein, Buyer understands and agrees that the execution of this Agreement constitutes a firm, non-cancelable Purchase Order for the Initial Purchase set forth in Section 1.0 of Annex 1 and the training courses set out in Section 4.0 of Annex 1. However, for Purchase Orders for Equipment other than the Initial Purchase, upon written notification to Seller, Buyer may elect to cancel such Purchase Orders prior to shipment of Equipment in accordance with the following: 17.5.1 Without charge, Buyer may cancel any Purchase Order no later than ninety (90) days prior to the earliest scheduled Ship Date; or 17.5.2 If Buyer cancels a Purchase Order less than ninety (90) days prior to the earliest scheduled Ship Date, Buyer shall pay a cancellation charge of ten percent (10%) of the Price to Seller; or 17.5.3 If Buyer cancels a Purchase Order less than sixty (60) days prior to the earliest scheduled Ship Date, Buyer shall pay to Seller a cancellation charge of fifteen percent (15%) of the Price; or 17.5.4 If Buyer cancels a Purchase Order less than thirty (30) days prior to the earliest scheduled Ship Date, Buyer shall pay to Seller a cancellation charge of twenty percent (20%) of the Price. 17.5.5 Buyer may not cancel a Purchase Order subsequent to the Ship Date. The payment of such charges shall be Seller's sole remedy and Buyer's sole obligation for such canceled Purchase Order(s). 21 18. CONDITION OF INSTALLATION SITE(S) Buyer warrants that the Installation Site is free from friable asbestos or other hazardous contamination. In the event that such contamination is found to be present at the Installation Site, Seller shall be relieved of all of its obligations hereunder until such contamination is removed. In the event that Buyer fails or refuses to remove such contamination, Seller shall have the right to remove the Equipment or portions thereof if already delivered and relocate the Equipment to an alternate site provided by Buyer and charge Buyer for (i) any additional delivery charges to the new Installation Site, (ii) all materials expended at the site including cabling, permanently affixed equipment, and those items which cannot reasonably be removed for use elsewhere, (iii) specifically ordered items requested by Buyer, and (iv) all labor and materials expended at the sites relating to the relocation using Seller's then current rates. 19. RELEASE OF INFORMATION 19.1 Unless required by law, or as otherwise permitted under this Agreement, Buyer and Seller agree that the terms and conditions of this Agreement shall not be disclosed to any other party without the prior written consent of the other; provided, however, that Seller may release information to Northern Telecom Ltd., its research and development affiliates, Bell Northern Research and BNR Inc. or any wholly-owned subsidiaries ("Affiliate") on a need-to-know basis. 19.2 Neither Buyer nor Seller shall publish or use any advertising, sales promotion, press releases or publicity matters relating to this Agreement without the prior written approval of the other. 20. CONFIDENTIALITY Buyer, Seller and Seller's Affiliates shall receive in confidence from each other all technical information, business information, documentation and expertise which is either (i) stamped or otherwise marked as being confidential or proprietary whether in written or electronic form, or (ii) if 22 delivered in oral form, is summarized in a written memorandum and listed as being confidential ("Confidential Information") and shall not, except as previously authorized in writing by the other party, publish, disclose or make use of such information (except as required by law and after notice to the other party), unless and until the Confidential Information shall have ceased to be proprietary as evidenced by general public knowledge or shall have been legally acquired by such party. This prohibition against disclosure, publication or use of Confidential Information shall not restrict either party from developing similar information in the exercise of its own technical skill, so long as such other information is independently developed by such party without making use of Confidential Information. 21. INTERCONNECTION TO SWITCH 21.1 Buyer understands that Equipment purchased hereunder does not necessarily provide Buyer with a complete cellular telecommunications System. In some cases, Buyer may intend to interconnect the Equipment to an NTI DMS-MTX switch component, which switch component, and the facilities for interconnection, may not be included in Buyer's Purchase Order. In the event that Buyer interconnects such Equipment to an NTI DMS-MTX switch not a part of a complete System purchase (hereinafter "Host Switch"), it is understood and agreed that the making and maintaining of all necessary arrangements (whether commercial, legal or otherwise) with the supplier of such NTI DMS-MTX switch component, including not only arrangements necessary to permit the timely performance by Seller of its responsibilities under this Agreement, (e.g., physical and remote dial-up access to the Host Switch for installation and services purposes), but also any arrangements necessary for the ongoing operation of the Equipment in conjunction with the Host Switch, shall be solely the responsibility of Buyer, and failure by Buyer to timely make or maintain, any necessary arrangements shall not excuse Buyer from its obligations under this Agreement. Seller shall have no responsibility whatsoever under this Agreement for the proper performance of the Host Switch or for any failures of the Equipment resulting from improper performance of the Host Switch. 23 21.2 Buyer further acknowledges and agrees that the proper operation of the Equipment and/or the availability of optional Software features, is dependent upon having the appropriate Software Release Load operating on the Host Switch. 22. EQUIPMENT CHANGES With respect to any Purchase Order issued under this Agreement, notwithstanding any other provisions contained in this Agreement, Seller has the right, without prior approval from or notice to Buyer, to make changes in the Equipment in whole or in part, or in the related Specifications or other related documentation, or to substitute products of later design at any time prior to delivery thereof, provided that such changes do not adversely affect performance or function. Seller is not obligated to make any such changes in items of the Equipment previously delivered. 23. ANNEXES The following Annexes shall form an integral part of this Agreement as though written out in full in this Agreement: Annex 1 - Equipment and Services Pricing Annex 2 - Statement of Work/Sample Project Schedule Annex 3 - DMS-MTX Acceptance Criteria Annex 4 - Turnover and Acceptance Notices Annex 5 - Seller Warranty Services Annex 6 - Software License Annex 7 - Documentation Annex 8 - RF Engineering Services 24. GENERAL 24.1 This Agreement shall become effective upon execution by both parties; however, Seller agrees that if the cellular licenses purchased from TDS by Buyer are not transferred to Buyer by the last day of February, 1996, Buyer shall have the right to terminate this Agreement and shall compensate 24 Seller for Seller's reasonable expenses incurred in the performance of this Agreement up to the date of termination. 24.2 Buyer may assign or transfer this Agreement or any rights hereunder to any other party only with the prior written consent of Seller. No assignment or sublicense of or under this Agreement, or of any rights under this Agreement, by Buyer, shall relieve Buyer of primary responsibility for performance of Buyer's obligations under this Agreement. Seller reserves the right to refuse to honor any assignment or sublicense which, in the opinion of its legal counsel, would require it to violate any United States export restriction, other law, or regulation. Seller reserves the right to subcontract any portion of its obligation under this Agreement, but no such subcontract shall relieve Seller of primary responsibility for performance of Seller's obligations under this Agreement. 24.3 Notices and other communications shall be transmitted in writing by Certified U.S. Mail, postage prepaid, return receipt requested, addressed to the parties as follows: Northern Telecom Inc. Dobson Communications Corp. 2435 N. Central Expressway 13439 North Broadway Extension Richardson, Texas 75080 Oklahoma City, Oklahoma 73114 Attention: Director, Contracts Attention: Everett Dobson cc: Program Manager President Any notice given pursuant to this Section 24.2 shall be effective five (5) days after the day it is mailed or upon receipt as evidenced by the U.S. Postal Service return receipt card, whichever is earlier. 24.4 This Agreement may not be modified or amended or any rights of a party to it waived except in a writing signed by duly authorized representatives of the parties hereto. 24.5 Failure by either party at any time to require performance by the other party or to claim a breach of any provision of this Agreement shall not be construed as affecting any subsequent breach or the right to require performance with respect thereto or to claim a breach with respect thereto. 25 24.6 Each party shall be liable for direct losses incurred by the other party due to personal injury or damage to tangible property, including the Hardware, which results from the negligence of that party's employees or agents, provided, however, that nothing in this Section shall affect or in any way increase Seller's obligation under this Agreement with respect to the performance of the Hardware and/or Software. Except for personal injury, the total liability of Seller for all claims of any kind for any loss or damage, whether in contract, warranty, tort (including negligence), strict liability or otherwise, arising out of, connected with, or resulting from the performance or non-performance of this Agreement shall in no case exceed the total Price of the Purchase Order accepted under this Agreement giving rise to the claim. 24.7 The rights and obligations of the parties and all interpretations and performance of this Agreement shall be governed in all respects by the laws of the State of Texas except for its rules with respect to the conflict of laws. 24.8 Article headings are inserted for convenience only and shall not be used in any way to construe the terms of this Agreement. 24.9 The invalidity in whole or in part, of any provision of this Agreement shall not affect the validity of the remainder of such provision of this Agreement. 24.9.1 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. 24.10 Each party hereto represents and warrants that (i) it has obtained all necessary approvals, consents and authorizations of third parties and governmental authorities to enter into this Agreement and to perform and carry out its obligations hereunder; (ii) the persons executing this agreement on its behalf have express authority to do so, and, in so doing, to bind the party thereto; (iii) the execution, delivery, and performance of this Agreement does not violate any provision of any bylaw, charter, regulation, or any other governing authority of the party; and (iv) the execution, delivery and performance of this Agreement has been duly 26 authorized by all necessary partnership or corporate action and this Agreement is a valid and binding obligation of such party, enforceable in accordance with its terms. 24.11 This Agreement constitutes the entire agreement between Seller and the Buyer with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications and understandings of any nature whatsoever. No agent, employee or representative of Seller has any authority to bind Seller to any affirmation, representation, or warranty concerning the System, except as stated in this Agreement and unless such affirmation, representation, or warranty is specifically included within this Agreement, it shall not be enforceable by Buyer or any assignee or sublicensee of Buyer. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their representatives being thereunto duly authorized. DOBSON COMMUNICATIONS NORTHERN TELECOM INC. CORPORATION By: /s/ Everett Dobson By: /s/ Matthew J. Desch ---------------------------- --------------------------- Name: Everett Dobson Name: Matthew J. Desch ------------------------- ------------------------- (Type/Print) (Type/Print) Title: President Title: Group VP & GM ------------------------ ------------------------- Date: 10-30-95 Date: 12/6/95 ------------------------- -------------------------- 27 ANNEX 1 EQUIPMENT AND SERVICES PRICING During the Term, Buyer may purchase Equipment in addition to the Initial Purchase ("Additional Equipment") at the lower of Seller's list Prices as of the Effective Date (a portion of which are set forth in Section 2.0), or Seller's then-current Prices at the time of issuance of Purchase Order. All Equipment Prices shall be subject to any applicable discounts set forth in Sections 1.0 and 5.0 hereof (and their respective inclusive subsections). Not all of Seller's Equipment set out in this Annex 1 will necessarily function together as a System. Upon request, Seller will verify the operational compatibility of any particular Equipment. Unless otherwise specifically stated, Installation, Commissioning and engineering are not included in List Prices. The Prices set out in Sections 1.0 of this Annex 1 are based on Buyer trading in its MTXM Switch after Turnover. Prior to Turnover and at its own expense, Buyer shall de-install the MTXM Switch in accordance with the project schedule. After Turnover, Seller shall remove at its own expense such MTXM Switch. 1.0 INITIAL PURCHASE 1.1 SWITCH (WITH USED MSCC CABINET)
1-1
1-2
1-3 1.3 SOFTWARE 13.1 SOFTWARE. The items listed below as "included" are included in the Price quoted for the Switch in Section 1.1 of this Annex 1.
1-4
1.3.2 The following Software is priced on a per voice channel basis except where indicated with an asterisk. The Total Software Additions Price set out below is included in the Subtotal for Software in Section 1.1 of this Annex 1.
1-5
1.3.3 With respect to the purchase of Software features by Buyer other than the purchase of such features as part of the Initial Purchase, Seller's unit price for an individual Software feature priced on a per voice channel basis (as set out in 1.3.2 above) shall remain fixed until Buyer has purchased such feature for two thousand (2,000) voice channels. Seller shall not charge Buyer for any number of voice channels in excess of a total of two thousand (2,000) for any one feature. 1.4 RF ENGINEERING SERVICES Buyer shall purchase from Seller as part of the Initial Purchase the RF Engineering Services listed below. Buyer shall purchase such Services at the List Prices for twenty-eight (28) cell sites as set out below. The Comprehensive System Performance Optimization Package may not be unbundled.
1-6 1.4.1 Comprehensive System Performance Optimization Service Package ("CSPSO") The CSPSO consists of the following Services: (a) System Propagation Prediction and Plot (b) System Propagation Prediction Analysis (c) Comprehensive System Performance Optimization (d) Dropped Call and Hand-off Performance Analysis 1.4.2 A Statement of Work defining the work requirements and responsibilities of both Seller and Buyer which are necessary for Seller to provide the Frequency Plan Optimization Service and CSPSO is included in Annex 8 of this Agreement. 2.0 ADDITIONAL EQUIPMENT
* The required cables and miscellaneous materials are not included. Upon Buyer's request, Seller will provide a Price quote for such cables and miscellaneous materials based on Seller's List Price as of the date of this Agreement. 1-7 3.0 ADDITIONAL SOFTWARE LICENSE FEE Software Release License Fee for MTX releases subsequent to release contained in the Initial Purchase----------------------- $25,000 (per release) Software License Fees shall be charged for each Switch and do not include any additional Hardware that may be required. Such Fees shall not include charges for optional Software or Software operating outside the DMS-MTX core. The above quoted Software License Fee for MTX releases subsequent to the release contained in the Initial Purchase shall not be subject to discounts or credits of any kind. Prices for optional Software features or Software operating outside the DMS-MTX core shall be at Seller's then-current List Prices less the applicable discount set out in Section 5 of this Annex 1 with the exception described in Subsection 1.3.3 above for Software features priced on a per voice channel basis. 4.0 TRAINING Buyer shall purchase the Seller recommended training courses listed below which have designated quantities greater than "0." Buyer shall purchase such courses in the quantities and at the unit and extended Prices set out below. If applicable, Buyer shall refer to Seller's course catalog for prerequisite courses to determine the order in which courses must be taken. Seller recommends that Buyer's personnel be trained prior to Installation of Initial Purchase. Prices for courses not purchased by Buyer are subject to change. Prices for training are exclusive of travel, lodging, food, and incidental expenses, which shall be for Buyer's account. Course content is subject to change at Seller's discretion.
1-8 5.0 DISCOUNTS AND CREDITS 5.1 All discounts are included in the Prices set forth in Section 1.0 for Initial Purchase and such Prices are not subject to any additional discounts. 5.2 All Equipment other than the Equipment in the Initial Purchase shall be discounted at thirty percent (30%) off Seller's List Prices for such Equipment, except Dual Mode Radio units shall be discounted at forty percent (40%) off such List Prices. 5.2.1 Subject to Subsection 5.2.2 below, Seller shall grant purchase credits to Buyer in the categories of Additional Equipment listed below resulting from Buyer's purchase of such Additional Equipment ("AE Credits"). Such AE Credits shall be for an amount equal to the actual dollar amounts resulting from the application of the formula set out for each category of Additional Equipment.
5.2.2 The credits described in Subsection 5.2.1 above may be earned only if Buyer issues Purchase Orders to Seller for Additional Equipment on or before September 1, 1997 in an aggregate amount of not less than $1.7M (Net Price) AND if Buyer takes delivery of all such Additional Equipment on or before December 31, 1997. Any such credits shall be valid only until the expiration of the Term or any mutually agreed extension thereof. 5.3 Services and OEM Equipment are not subject to discounts, except for the Initial Purchase Services Credit set out in Section 1.2 of this Annex 1. 1-9 ANNEX 2 STATEMENT OF WORK/SAMPLE PROJECT SCHEDULE 1.0 This Statement of Work defines the work requirements and responsibilities of both Seller and the Buyer which are necessary to engineer, furnish, deliver, install and test the Equipment furnished hereunder at the Installation Site(s) in accordance with the Project Schedule contained herein. Seller's obligation to perform the Services described hereunder assumes receipt and acceptance of a valid Purchase Order for such Services and associated Equipment. 2.0 SELLER'S RESPONSIBILITIES Seller, or its designated subcontractor, shall perform the following: 2.1 Engineer, furnish, deliver, install and test all Equipment in accordance with the applicable Specifications and in accordance with this Annex 2. Any changes to the Statement of Work will cause adjustments to this Annex and may affect the Equipment pricing. 2.2 In conjunction with a Switch Installation, furnish a Customer Input ("CI") Questionnaire and Data Base Engineering Questionnaire to Buyer on or before the date as specified in the Project Schedule. 2.3 In conjunction with a Switch Installation, perform a site visit on or before the date as specified in the Project Schedule to Buyer's facilities to review the information requested on the Questionnaires, survey the Installation Sites(s) and generate floor plans to be used to engineer and install the Equipment. Any services outside this Statement of Work requested by Buyer as a result of the CI meeting shall be quoted by Seller, upon request by Buyer, and if accepted by Buyer, will be documented in a Change Order pursuant to Section 17 of the Agreement. 2.4 During a Switch Installation, provide draft floor plans for the Switch Installation Site to the Buyer on or before the date as specified in the Project Schedule. Floor plan layouts will be finalized at the CI meeting. 2.5 Ship the Equipment for which Seller has accepted a Purchase Order to the Installation Site location(s) specified below on or before the date as specified in the Purchase Order and/or Project Schedule ("D" Date). Delivery will be delayed if the Installation Site(s) are not made ready by the "D" Date. 2-1 2.5.1 SWITCH LOCATION Name:______________________________________ Street Address:____________________________ City:______________________________________ State/Country/Zip Code:____________________ 2.5.2 CELL SITE(S) Name:______________________________________ Street Address:____________________________ City:______________________________________ State/Country/Zip Code:____________________ 2.6 Begin the Installation on or before the date as specified in the Project Schedule ("H" Date), of the Equipment specified in Buyer's Purchase Order according to the applicable sections of the Northern Telecom Installation Manual and the engineering specifications and drawings generated for the Equipment. The Installation work will be done in a professional workmanlike manner. 2.7 Provide all tools, Installation and test equipment necessary for performance of Seller's obligations listed in this Annex. Any use of tools and/or test equipment by the Buyer must be approved by Seller and may subject Buyer to additional charges. 2.8 Comply with the Buyer's security regulations for the Installation Site(s). 2.9 Furnish the System Documentation as described in Annex 7 on or before the date as specified in the Project Schedule. 2.10 Engineer, furnish, install and test the following materials required to connect from Seller provided Equipment to the demarcation points defined below: 2.10.1 RF Demarcation The RF demarcation point is defined as the RF output connector port(s) on the combiner(s) and the antenna input port(s) on the receive multicoupler(s) in the cell site equipment frames. Seller will provide all Equipment including voice frequency ("VF") and radio frequency ("RF") cables, wire, and associated materials for both Inter- and Intra-frame connections. (RF jumpers (including connectors] to the Buyer's antenna system main transmission line shall be provided by the Buyer in accordance with Section 3.6 herein.) 2-2 2.10.2 Telco Facilities Demarcation The Telco Facility demarcation point is defined as the Main Distribution Frame (MDF) and shall be provided by the Buyer. Terminal blocks required for Equipment, VF, data, and alarm cables will be provided and installed by Seller on the Buyer's MDF. Fifty feet of each type cable (standard length) shall be provided by Seller per Installation Site to connect the Equipment to the MDF. Seller will cross connect the jumpers as directed by the Buyer. Appropriate Information must be supplied by the Buyer in such cases. Additional cable and associated materials, if required, will be provided at Buyer's expense. Seller shall terminate MTX DS-1 cables to the Buyer-provided DSX-1 panel. Buyer shall be responsible for bringing all other DS-1 facilities to the DSX-1. 2.10.3 DC Power System Demarcation 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 Seller for each Installation Site (a maximum of 50 ft. per frame) to connect to the Equipment. Additional wire and associated materials, if required, will be provided at Buyer'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 Seller. The required fuse and/or breaker quantities and sizes are available upon request. 2.10.4 Alarm System Demarcation The Alarm System demarcation point is defined as the Seller furnished alarm terminal block. Fifty feet of alarm cable shall be provided by Seller per Installation Site to connect Equipment alarms to the terminal block. Fifty feet of cable shall also be provided to connect Seller's alarm display and control panel at the MTX. Additional cable and associated materials, if required, will be provided at Buyer's expense. Any alarm points that the Buyer may want to take to an external alarm system will be done at the Buyer's expense. 2.11 Fifty feet of wire for each ground lead extending from Equipment to the Main Ground Bar (MGB) shall be provided by Seller per Installation Site. 2.12 During a Switch Installation, furnish, install and test one VDU, one printer, one Norstar KSU equipped with two telephone sets and fifty feet of associated cable with terminal blocks. Any additional items will be provided and installed at Buyer's expense. 2.13 Complete the Installation and Testing on or before the date as specified in the Project Schedule ("K" Date). 2-3 2.14 Provide training to the Buyer as described in Annex 1 and in accordance with Buyer's Purchase Order(s) as soon as course schedules and Buyer's schedule allows. 2.15 Provide ongoing Technical Assistance Service (TAS) as described in Annex 5. NOTE: THE MATERIALS AND SERVICES DETAILED ABOVE REPRESENT SELLER'S TOTAL RESPONSIBILITY FOR INSTALLATION ACTIVITIES. ANY ADDITIONAL MATERIALS AND LABOR BEYOND THOSE DESCRIBED HEREIN SHALL BE QUOTED AND FURNISHED BY SELLER, AT BUYER'S REQUEST, IN ACCORDANCE WITH ARTICLE 17 OF THE SUPPLY AGREEMENT. 3.0 BUYER'S RESPONSIBILITIES Buyer or its designated subcontractor, shall perform the following: 3.1 Provide overall program management and engineering functions related to the Buyer's responsibilities listed in this Agreement. This includes, but is not limited to, management of schedules for other equipment suppliers, telco circuit orders and engineering relating to Installation Site locating, frequency planning coordination and RF propagation studies and coverage verification. 3.2 Provide all real estate property, environmental approvals, leases, rents, and all permits and licenses, including but not limited to, Certificates of Occupancy, FCC construction permits, zoning and FAA permits. 3.3 Gather the information necessary to complete the Customer Information and Data Base Questionnaires on or before the date as specified in the Project Schedule. 3.4 Review, approve and return Seller's draft floor plan for each Installation Site on or before the date as specified in the Project Schedule. 3.5 Provide all required civil engineering and construction work including, but not limited to, site preparation such as grading, tree removal, roads, tower and building foundations, and fencing. 3.6 Provide and install towers, coax bridges, antennas, transmission line and associated materials. This includes RF jumpers (with connectors) between the main transmission line and the RF equipment bays. Antenna system return loss measurements and other antenna system tests are the Buyer's responsibility. 3.7 Provide adequate building facilities, utilities, space and environmental conditions for Seller's Installation personnel and Equipment as well as any other Buyer equipment on or before the date as specified in the 2-4 Project Schedule ("J" Date). The minimum building requirements are given below. The Equipment environmental and space requirements are given in Section 4.0 of this Annex. 3.7.1 Building facilities shall be provided with air-conditioning, heating, ventilation, lighting and have 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 Seller personnel or the Equipment and materials to be installed. Seller shall gather and separate debris from usable material, mark accordingly, and place in an area identified by Buyer for Buyer's pick-up and disposition. 3.7.2 Provide any building renovations, computer floors and wall penetrations. Provide openings (including elevator space where required) to allow the Equipment to be placed into position. 3.7.3 Provide and install adequate fire fighting apparatus at each Installation Site. Activation of a water fire extinguishing system may void the warranty on the Equipment. 3.7.4 Provide and install all required commercial AC power and associated fixtures including, but not limited to, 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. 3.7.5 Provide adequate security for the Equipment, installation materials and tools at each Installation Site and/or storage facility (if required). 3.7.6 Provide three telephone lines (two for modems and one telephone set), and service (dial tone from a local exchange) at each switch Installation Site and one telephone set at each cell site on or before the "H" Date. 3.8 Engineer, furnish, deliver, install and test the following on or before the "S" Date as specified in the Project Schedule in a professional and workmanlike manner: 3.8.1 All overhead cable trays at each Installation Site. 3.8.2 An MDF for each Installation Site. The MDF can be a free standing rack or a plywood panel board (4' x 8' x 5/8" typical) for wall mounting. 3.8.3 A single point grounding system, including an MGB and all subsequent connections to the ground field shall be provided for the Equipment at each Installation Site. The ground fields shall measure 5 ohms or less. 3.8.4 A negative 48 VDC power system and a 500VA DC to AC inverter for each DMS-MTX switch and a +24VDC power system for each cell site 2-5 including all required fuses and/or circuit breakers for all Equipment and any Buyer provided equipment. This includes any alarm cables, terminal blocks and AC power wiring. 3.8.5 Dedicated DS-1 facilities to connect each DMS-MTX switch to the PSTN and to each cell site. If direct digital DS-1 facilities are not available, the Buyer may incur additional costs to interface the Equipment. DS-1 facilities are to be provided (from the DSX-1 panel provided by Buyer) to the Telco Facility demarcation point as defined in paragraph 2.10.2 of this Annex at each Installation Site. 3.8.6 All channel banks and DSX-1 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. Channel bank make and model numbers must be approved by Seller prior to their use. Channel banks must be equipped with two 4-wire 56 kb/s dedicated data circuits and one dedicated 4-wire audio circuit per cell site voice channel to each cell site. Any other associated equipment such as ring generators and other channel units are to be provided by the Buyer. 3.8.7 All alarm sensors and wiring, other than those which are included in Equipment, and connect to Buyer provided alarm terminal blocks. This includes, but is not limited to, open door, high/low temperature, tower lights and smoke detector alarm sensors. 3.9 Provide Seller designated personnel free access to each Installation Site as required to perform Seller's obligations under this Agreement. Access is to be provided as follows: 3.9.1 Adequate roads and parking to each site for delivery vans and two-wheel drive vehicles. 3.9.2 All required security passes and clearances. 3.9.3 24 hours/day, 7 days a week access to the Equipment. Seller shall provide Buyer twenty-four hours' advance notice of the need for access. Telephonic notification is permissible. 3.10 Provide or bear the cost for any special equipment required to deliver Equipment to the Installation Site(s) such as 4-wheel drive vehicles, bulldozers, cranes, helicopters, etc. 3.11 Provide and install all materials required to adequately support and brace the Equipment in accordance with the seismic risk zone of each Installation Site. 3.12 Buyer shall provide free telephone service (air time and long distance) to Seller personnel during the Installation, testing, and service period of the project. The purpose of such service will be to support the Equipment Installation for testing purposes, business communications, and safety needs of Seller personnel. The free service shall include, but not be 2-6 limited to, activation charges, air time, long distance, and roamer charges. All traffic generated by Seller personnel will be limited to business and Equipment testing purposes only. Any personal calls will be the responsibility of Seller. 3.13 The Buyer and/or its representatives are encouraged to be present for preliminary testing and Turnover. Sign-off sheets in Annex 4 shall serve to provide a test record and establish the warranty start date. 4.0 DMS-MTW/Northern Telecom Cell Site Environmental Requirements (For MTXD) 4.1 The Equipment is designed to operate in the controlled environment described below. Operation outside the normal conditions will void the warranty. The more stringent conditions will govern for co-located switch and cell site configurations. 4.2 Ambient Temperature 4.2.1 System Normal Extreme DMS-MTX/NT Cell Site 50 to 86 deg. F 41 to 120 deg. F Conditions above or below the normal tolerance for more than 72 consecutive hours and 15 days maximum per year are considered extreme. The rate of change shall not exceed 15 degrees F per hour. Ambient Temperature is measured at a point 5 feet above floor level and either mid-aisle or 15" in front of the equipment, whichever is less. 4.2.2 Storage Ambient Temperature: -40 to 160 deg. F. 4.3 Relative Humidity (non-condensing)
The DMS-MTX switch is allowed 80% relative humidity at an ambient temperature that cannot exceed 70 degrees F. At an ambient temperature of 120 degrees F, the maximum allowable relative humidity is 30%. Relative humidity is measured at a point 5 feet above floor level and either mid-aisle or 15" in front of the equipment, whichever is less. 4.3.2 Storage Humidity: 10% to 90%; maximum water vapor pressure not to exceed 25 mmHg. 2-7 4.4 Air Cleanliness The Equipment functions indefinitely in an ambient air having a cleanliness standard no higher than class 100,000. Classes are defined as the number of particles of 0.5 microns and larger, per cubic foot. 4.5 Space Requirements The minimum distance between the ceiling and the finished floor is 9'-0" at all Installation Sites. Each DMS-MTXD cabinet is 28.4" x 28" x 72" (WxDxH). All SuperNode cabinets are 42" x 24" x 72" (WxDxH). The minimum front and rear aisle space is 36". Each cell site frame is 23" x 18" x 84" (WxDxH). However, the footprint space required is 23" x 26" x 84", which space is in addition to the minimum aisle space required: 36" in front; 24" in rear; 6" at the side. 4.6 Floor and Heat Dissipation Requirements 4.6.1 The Buyer's building facilities shall accommodate the following Equipment parameters. (The number and type of cabinets and frames depend upon the configuration requirements):
5.0 (SAMPLE) Project Schedule (In Weekly Intervals) The sample project schedule listed below shall serve as an informational guideline for the time periods involved in a typical System installation. The project intervals assume one DMS-MTX and up to 5 NT cell sites maximum. Add one week for each additional cell site. Buyer and Seller shall agree upon specific Project Schedules and/or delivery dates on a case-by-case basis prior to Seller's acceptance of a Purchase Order. 2-8
NOTE: Seller's Price assumes continuous performance of on-site Installation and Commissioning Services without delay or interruption of Services. In the event of delays or disruption of Services, Buyer and Seller shall agree upon a revised Project Schedule, provided, however, that in the case of a schedule revision, there may not necessarily be a day-for-day adjustment to the schedule. 2-9 ANNEX 3* DMS-MTX ACCEPTANCE CRITERIA SITE: ____________________ DATE STARTED: ____________________ PROJECT: ____________________ COEO: ____________________ LOCATION: ____________________ DATE COMPLETED:____________________ ____________________ SELLER REP: ____________________ BUYER REP: ____________________
* All of the Test Criteria set forth in this Annex 3 may not be applicable to the Equipment being ordered by Buyer under a Purchase Order. If a referenced Section is not applicable, "NA" will be written in and Seller and Buyer will initial off appropriately. In certain instances it may be necessary for Seller to perform additional Testing, depending on the Equipment being ordered under Buyer's Purchase Order. When this occurs, the Section from Seller's installation manual that the Equipment is to be Tested against will be written in, and following successful completion of the Test, Seller and Buyer will initial off appropriately. 3-1 ANNEX 3* DMS-MTX ACCEPTANCE CRITERIA (CONTINUED) SELLER BUYER SECTION NAME INITIALS INITIALS 0446 OPERATIONAL MEASUREMENT TEST ________ ________ 0690 CSC DATA LINK TEST ________ ________ **** 0.R.R. (OFFICE RELEASE RECORD) ________ ________ SELLER: __________________________ DATE:_____________________________ BUYER:____________________________ DATE:_____________________________ 3-2 ICP BASED CELL (ANALOG) ACCEPTANCE CRITERIA SITE: ____________________ DATE STARTED: ____________________ PROJECT: ____________________ COEO: ____________________ LOCATION: ____________________ DATE COMPLETED:____________________ ____________________ SELLER REP: ____________________ BUYER REP: ____________________
SELLER: __________________________ DATE:_____________________________ BUYER:____________________________ DATE:_____________________________ 3-3 ICP BASED CELL (DIGITAL) ACCEPTANCE CRITERIA
SELLER: __________________________ DATE:_____________________________ BUYER:____________________________ DATE:_____________________________ 3-4 ICP BASED CELL (ANALOG/DIGITAL COMBINATION) ACCEPTANCE CRITERIA
SELLER: __________________________ DATE:_____________________________ BUYER:____________________________ DATE:_____________________________ 3-5 Reference: Supply Agreement dated __________________ between Northern Telecom Inc. and Dobson Communications Corporation ANNEX 4 TURNOVER NOTICE TO: Northern Telecom Inc. 2435 N. Central Expressway Richardson, Texas 75080 Attention: Manager, Contract Administration The undersigned hereby acknowledges that the Equipment located at __________ has been installed and tested by Northern Telecom Inc., is available to be placed in service and Commissioning has been completed as set forth in the referenced Agreement. The undersigned Buyer further acknowledges the commencement of the Warranty Period as defined in the referenced Agreement as of the date written below. Date: _______________________ Buyer: _______________________ By: _______________________ Title: _______________________ 4-1 Reference: Supply Agreement dated ________________ between Northern Telecom Inc. and Dobson Communications Corporation ACCEPTANCE NOTICE TO: Northern Telecom Inc. 2435 N. Central Expressway Richardson, Texas 75080 Attention: Manager, Contract Administration Pursuant to the terms and conditions of the referenced Agreement, I, the undersigned Buyer, hereby acknowledge that Northern Telecom Inc. has completed all requirements for Acceptance of the Equipment located at ___________________, as set forth in the Agreement and all Annexes, and hereby certify to the final Acceptance of such Equipment. Date: _____________________ Buyer: _____________________ By: _____________________ Title: _____________________ 4-2 ANNEX 5 SELLER WARRANTY SERVICES 1.0 TAS WARRANTY SERVICES 1.1 If Buyer experiences operational difficulties, Buyer may contact Seller's Technical Assistance Service (TAS) Department. Special remote terminals in the TAS center are used to communicate with Buyer's System to diagnose fault conditions and recommend corrective action. 1.2 This function provides three (3) basic classifications of assistance to a customer: 1.2.1 Emergency Technical Assistance Service This service is available to customers who require immediate assistance with operational problems (i.e., loss of call processing, loss of billing). This service is available 24 hours/day, seven days/week. Through verbal reports and remote diagnoses of the System, TAS technicians recommend actions to restore the System to stable operation as quickly as possible. 1.2.2 Routine Technical Assistance Service This service is available to customers who require problem isolation/resolution in a Non-Emergency situation. This service is available during normal business hours (8-5 CST, M-F) and is primarily used for analysis of routine technical problems using verbal reports from site personnel and System-generated information. 1.2.3 Technical Information Service This service is available during normal working hours to answer the variety of questions about specific System functionality, procedures, operational issues, new features, and other telephony oriented questions. 5-1 2.0 SERVICES NOT COVERED BY WARRANTY 2.1 Seller will provide technical assistance free of charge during the initial warranty period, as defined in the terms and conditions of the Supply Agreement. Some situations may arise during this no-charge warranty period that will result in a service request being considered as billable. Such situations include, but are not limited to the following: 2.1.1 Requests resulting from problems with equipment not furnished by Seller. 2.1.2 Requests where the problem solution was available via Seller documentation such as NTPs, Advisory Bulletins, and BCS release documents. 2.1.3 Requests that result from patches which alter the design intent of standard Software in order to provide customer requested changes in operations. 2.1.4 Requests for on-site assistance in lieu of remote testing. 2.1.5 Non-emergency requests outside normal business hours (8-5 CST, M-F, Seller Holidays), unless scheduled with appropriate TAS manager in advance. 2.1.6 Requests for assistance in performing System data changes or changes to "write restricted" tables. 2.1.7 Requests for assistance in identifying faulty Hardware or Software for which standard maintenance fault-locating procedures exists. 3.0 PRIORITY CLASSIFICATION 3.1 The TAS Center offers a single point of contact for customers who require assistance to resolve problems which affect the technical operation of their Northern Telecom DMS-MTX equipment. TAS is available 24 hours/day, 7 days/week; therefore, the Service Priority Classification System is designed to establish an 5-2 interrelationship between the problems and the appropriate level of reaction and resolution. The system is based upon a problem's direct or potential effect upon subscriber service. System problems are assigned one of five priority levels as defined in NORTHERN TELECOM PRACTICES: "Northern Telecom Service Priority Classification," or as such document may be revised from time to time. The following situations are deemed by Seller to comprise an emergency: 3.2 E1 Degradation and/or Outage. 3.2.1 Central Control (CC) or Computing Module (CM) inability to recover from initialization on the active Central Processing Unit (CPU). 3.2.2 System call processing degraded for a reason such as: - a trunk group out of service; - 10% or more cellular channels out of service; - CDR billing; - inability to recover from initialization; 3.3 E2 Potential Degradation and/or Outage. 3.3.1 Standby Central Control (CC) out of service. 3.3.2 Any Central Message Control (CMC), Master Clock, Network Module (NM), Input/Output Controller (IOC), Peripheral Processor out of service; 3.3.3 Affecting billing, 50% loss of DDU, MTD with no backup. 4.0 CUSTOMER SERVICE REPORT (CSR) PROCEDURES 4.1 Buyer Responsibility It is recommended that the Buyer arrange to have all Engineering and Technical Support personnel attend specified training courses in order to properly utilize existing documentation and diagnostic resources 5-3 required to ensure proper day to day operations of its Northern Telecom equipment. Buyer is expected to understand and determine all engineering parameters and to use all locally available resources to troubleshoot and isolate system problems prior to calling Seller TAS for assistance; however, in emergency situations such as System outages, TAS should be notified immediately. Whatever the nature of the service call, the more completely the trouble is described, the more efficiently the problem can be analyzed and rectified. When a service call is placed with TAS, the following information must be provided; - Indicate if the call is an emergency or not; - Company name and switch site location; - Main telephone number; - Contact name and telephone number; - Hardware type; - Detailed problem description. After a service call is placed, Buyer site personnel must be available to take direction from TAS to perform on-site activity required to isolate and resolve the problem. 4.2 TAS Responsibility a. Seller Normal Business Hours Routine or Emergency Service calls are taken during normal business hours (8-5 CST, M-F, except Seller holidays). The TAS coordinator (Receptionist) will direct the service call to the prime TAS representative assigned to the account. If the prime TAS representative is unavailable, a message may be taken or the call may be referred to a secondary TAS representative. TAS is committed to a same day reply to all messages. Emergency calls are responded to immediately by the first available TAS representative. 5-4 The TAS representative taking the service call will request the required customer information, determine if the problem description requires that a Customer Service Report (CSR) be opened (general questions which do not require investigation may not need to be formally documented by a CSR), determine the appropriate priority classification, and respond according to the response objective associated with that classification. The TAS representative responsible for the CSR will prioritize all assigned CSRs according to priority classification and will resolve and close the CSR with the Buyer based on classification. b. Outside Normal Business Hours Emergency Service Only (E1, E2) After-hours service calls are taken by an answering service. The answering service will record the calling party name, company and telephone number and will activate the emergency pager service to page the designated TAS representative on-call. If there is no response within five minutes, the answering service will begin calling home phone numbers and pagers of TAS Managers and other TAS representatives until contact is made. The responding Seller representative will contact Buyer immediately and take appropriate action to resolve the trouble. The service call will be formally documented the next regular business day. 5.0 EMERGENCY SHIPPING SERVICE FOR REPLACEMENT HARDWARE 5.1 For requests received during Seller regular business hours 8:00 a.m. - 5:00 p.m. Monday-Friday (excluding holidays), the surcharge shall be $50 per request. 5.2 For requests received outside regular business hours (as defined above), the surcharge shall be $150 per request. 5-5 ANNEX 6 SOFTWARE LICENSE NORTHERN TELECOM INC. ("NTI") TELECOMMUNICATIONS PRODUCTS 1. Subject to the terms hereinafter set forth, Northern Telecom, Inc., ("NTI") grants to Buyer a personal, non-exclusive license: (1) to use certain Licensed Software, proprietary to NTI or its suppliers, contained as an integral part of the Hardware; and (2) to Install and use each item of Licensed Software not an integral part of the Hardware; and (3) to use the associated documentation. Buyer is granted no title or ownership rights in or to the Licensed Software, in whole or in part, which rights if any, as between the parties, shall remain with NTI or its suppliers. The right to use Software or any individual feature thereof may be restricted by a measure of usage of applications based upon the number of devices, subscribers, or some similar measure. Expansion beyond a specified usage level may require payment of an additional fee. 2. NTI considers the Licensed Software to contain "trade secrets" of NTI and/or its suppliers. Such "trade secrets" include, without limitation thereto, the specific design, structure and logic of individual Licensed Software programs, their interactions with other portions of Licensed Software, both internal and external, and the programming techniques employed therein. In order to maintain the "trade secret" status of the information contained within the Licensed Software, the Licensed Software is being delivered to Buyer in object code form only. 3. NTI or its suppliers holding any intellectual property rights in the Licensed Software, and/or any third party owning any intellectual property right in software from which the Licensed Software was derived, are intended third party beneficiaries of this License. All grants of rights to use intellectual property intended to be accomplished by this License are explicitly stated and no additional grants of such rights shall be inferred or created by implication. 4. Buyer warrants to NTI that Buyer is not purchasing the rights granted by this License in anticipation of reselling those rights. 5. Buyer shall: 5.1 Hold the Licensed Software in confidence for the benefit of NTI and/or suppliers; and 5.2 Keep a current record of the location of each copy of Licensed Software made by it; and 5.3 Use each copy of the Licensed Software only on a single CPU at a time (for this purpose, single CPU shall include systems with redundant processing units); and 5.4 Affix to each copy of Licensed Software made by it, in the same form and location, a reproduction of the copyright notices, trademarks and all other proprietary legends and/or logos of NTI and/or its suppliers, appearing on the original copy of such Licensed Software delivered to Buyer; and retain the same without alteration on all original copies; and 5.5 Destroy the Licensed Software and all copies at such time as the Buyer chooses to permanently cease using it. 6. Buyer shall not: 6.1 Use the Licensed Software (i) for any purpose other than Buyer's own internal business purposes and (ii) other than as provided by this License; or 6.2 Allow anyone other than Buyer's employees and agents to have physical access to the Licensed Software; or 6.3 Make copies of the Licensed Software except such limited number of object code copies in machine readable form only, as may be reasonably necessary for execution or archival purposes only; or 6.4 Make any modifications, enhancements, adaptations, or translations to or of the Licensed Software, except for those resulting from those Buyer interactions with the Licensed Software associated with normal use and explained in the associated documentation; or 6.5 Attempt to reverse engineer, disassemble, reverse translate, decompile, or in any other manner decode the Licensed Software, in order to derive the source code form or for any other reason; or 6.6. Make full or partial copies of any documentation or other similar printed or machine-readable matter provided with Licensed Software unless the same has been supplied in a form by NTI intended for periodic reproduction of partial copies or except limited partial/copies of documentation for Buyer's informal use only; or 6.7 Export or re-export the Licensed Software and/or associated documentation from the fifty states of the United States and the District of Columbia. 7. Buyer may assign collectively its rights under this License to any subsequent owner of the Hardware, but not otherwise, except that no such assignment or sublicense may be made to a direct competitor of NTI who manufactures or sells wireless communications systems. No such assignment shall be valid until Buyer shall delegate all of its obligations under the Agreement to such party, and obtains from the assignee an unconditional written assumption of all of such obligations, and NTI consents, in writing, to such delegation and assumption. NTI shall not unreasonably withhold such consent. Upon completion of such delegation and assumption Buyer shall transfer physical possession of all Licensed Software (including all backup copies) to the assignee. Except as provided, neither this License or any rights acquired by Buyer through this License are assignable. Any attempted assignment of rights and/or transfer of Licensed Software not specifically allowed shall be void and conclusively presumed a material breach of this License. 8. If NTI claims a material breach of this License and files an action in a court of competent jurisdiction seeking relief, and a judge issues a court order, or a judgment rendered, that there is a material breach of this License, then Buyer shall be required to return the Software to NTI or its distributor. If Buyer fails to return such Software within five (5) working days after the issuance of the court order or judgment, or in the case of disclosure of the Software to anyone other than Buyer's employees or agents the initial issuance of a court order or judgment, then NTI shall have the right, without further notice, to temporarily terminate Buyer's right to continue to possess and use the Software. If NTI elects to exercise that right, NTI may enter upon the premises of Buyer during regular business hours and take possession of, remove, and retain the Software until such time as the court may order otherwise. For purposes of obtaining injunctive relief hereunder Buyer shall be deemed to have agreed that remedies available at law are not adequate to protect the interests of NTI and/or its suppliers, and to have consented to the equity jurisdiction of the court. 9. IN NO EVENT WILL NTI AND/OR ANY OF ITS SUPPLIERS BE LIABLE TO OR THROUGH BUYER FOR: (1) ANY INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SAVINGS, OR INTERRUPTION OF BUSINESS) SUFFERED BY BUYER FOR ANY REASON; (2) ANY DAMAGES SUFFERED BY BUYER AS A RESULT OF BUYER'S FAILURE TO LIVE UP TO BUYER'S OBLIGATIONS UNDER THIS AGREEMENT; (3) ANY CLAIM AGAINST BUYER BY ANY THIRD PARTY FOR DAMAGES OF ANY KIND: ANY OR ALL OF WHICH ARISE FROM OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF SOFTWARE GOVERNED BY THIS AGREEMENT, AND EVEN IF NTI AND/OR ANY OF ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, EXCEPT AS GRANTED IN THE BODY OF THE AGREEMENT TO WHICH THIS LICENSE IS ATTACHED, THE LICENSED SOFTWARE IF PROVIDED BY NTI "AS IS" AND WITHOUT WARRANTY OF ANY KIND OR NATURE, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. THIS LIMITATION OF WARRANTIES WAS A MATERIAL FACTOR IN THE ESTABLISHMENT OF THE LICENSE FEE CHARGED FOR EACH SPECIFIC ITEM OF SOFTWARE LICENSED. Supply Version 2.0 Wireless - 1/95 6-1 ANNEX 7 DOCUMENTATION System Documentation is available through Seller's computer-based information system ("HELMSMAN") as described below: HELMSMAN CD-ROM: Includes one (1) compact disc and one (1) application program; CD-ROM reader and interface card are optionally available through Seller for use on Buyer-supplied DOS personal computer. Updates are available at additional costs. (Documents not available on compact disc will be provided in paper format.) 7-1 ANNEX 8 RF ENGINEERING SERVICES STATEMENT OF WORK The purpose of this document is to describe the Scope of Work (SOW) for RF Cellular Services to conduct a design analysis and system verification to enhance the capacity and coverage of the existing network of cell sites located in the Kansas RSA 5 and Missouri RSA's 1,2, 4, and 5 markets (designated herein as KSM). Attachment 1 presents technical information provided by Buyer to Seller upon which Seller shall rely in the performance of this SOW. 1.0 INITIAL DESIGN REQUIREMENTS Seller will make maximum use of existing in-house information from prior design work to the extent applicable to this statement of work. 1.1 BUYER NETWORK REQUIREMENTS DEFINITION The following information shall be provided by the customer prior to initiation of system design. Where that information is not available, reasonable engineering assumptions may be made by Seller's engineering. Traffic Requirements - A clear definition of the expected number of calls to be placed during the peak hours of communications as a function of geographic location of the mobile users. Capacity requirements for Dense Urban, Urban, Suburban, and Rural shall be supplied as applicable. An estimate of the Call Mean Hold Time shall also be supplied. If not supplied, the default value for call duration of 1.76 minutes will be used in the design. Grade of Service - Defined in terms of probability of call blocked percentage. The default condition will be 2% blocked call probability. Coverage - Defined in terms of probability of completing a call over percentage of the covered area. The basic design value to be used will be -85 dBm minimum expected signal level coverage which will accommodate most portable units. Actual measured signal level will vary over the coverage area. For indoor portable use, the design signal level coverage is defined as the presence of a specified signal level to be measured at discrete locations throughout the coverage area. The default condition is -75 dBm to be measured within a one (1) meter radius at ten locations within the covered area at a height of one (1) meter from the floor. Growth - Defined in terms of traffic increase expressed in percent per year for a specified span of time. The default value will be 15% per year. 8-1 1.2 DATA COLLECTION - BUYER SUPPLIED The following information shall be provided by Buyer to Seller for the covered area prior to initiation of the preliminary design. If this data is not supplied, a site visit may be required at additional cost. Local street maps. Local zoning restrictions (such as flood plains) that may affect location of cell sites. Since the contract requires the integration of the equipment into an existing network, the customer shall provide the location of all existing affected cells in the form of latitude and longitude accurate to one (1) arc-second, all frequencies currently in operation in the existing network and all networks bordering the KSM network and sharing the same frequency band, and all recent coverage and C/I plots and drive test data. If Buyer has made adjustments in any of the RF operating parameters of any cell sites since collection of the provided data, then new drive test data of the affected cells must be supplied or must be collected by Seller. No costs have been included in the basic price for collection of this data by Seller's RF engineering. Such additional work by Seller may be accomplished on a time and material basis. Adjacent market frequency plan data shall be supplied by Buyer prior to start of the frequency planning effort of Seller. 1.3 DATA COLLECTION - RF CELLULAR SERVICES All applicable data collected by Seller in the past will be used if it is deemed by Seller engineering to be reasonably current, accurate and representative of the existing network. If Seller engineering deems it necessary, additional information may be gathered by Seller from various sources in order to complete the initial design. A fee may be included for collection of some of this information where such information must be purchased from Seller approved service providers. Such items will be billed to the project at actual cost. Existing network data - This will include the collection of traffic, traffic growth, and coverage of any existing cellular services. If available, published subscriber forecasts are also collected. If Seller's engineering deems it necessary, Buyer shall grant remote access to the OM data available on Buyer's switch for analysis purposes. Seller will establish a folder on the Buyer's switch for collection of the OM data. Access to the switch and the use of the collected data in the folder shall remain undisturbed by Buyer for the duration of the contract. 8-2 2.0 RF ENGINEERING SERVICES 2.1 KICK OFF MEETING /REQUIREMENTS Following contract award to Seller for equipment and services within the customer's network, a kick-off meeting will be required between the Buyer and Seller's RF Engineering. The meeting shall accomplish the following: 1. Review of customer input with respect to: a) quality of service, coverage criteria, service area maps, subscriber traffic profile, rollout plan, forecast, etc. b) design specifications. 1. Review RF engineering process. Including organization charts, Buyer primes and Seller's RF Engineering primes by discipline. 2. Review the final contract document and proposed RF Engineering process. Review other prerequisites, activities, and deliverables for each step. 3. Review the Preliminary Design, Design Specifications, and RF Engineering Statement of Work. During the review process, any concerns are resolved and, if necessary, additional site visits are conducted to collect detailed data. 2.2 SYSTEM BENCHMARKING Operational Measurements will be set-up and monitored by a member of the Seller's design team at least one week prior to initial drive testing. This will allow the RF Engineering team to evaluate the existing system performance metrics and establish a baseline prior to initiating any design efforts. The specific OM groups (as applicable) to be monitored will be at the sole discretion of Seller. In order to properly benchmark the system, a team of Seller's engineers with the assistance of Buyer's engineers will drive test coverage areas prior to the installation of the switch. This survey will take note of special physical elements that could affect the design such as unsuitable soil conditions, arenas or other large public buildings where traffic could be concentrated, and density of buildings and surrounding geographical situations for more precise application of the clutter models. Seller's and Buyer's engineers will jointly determine the drive route in these areas. Data will be collected to establish the current operating performance condition of the network in the covered area prior to commencement of design work. Data from this survey will be used to make corrections to the standard models used in the design analysis work. 8-3 2.3 INITIAL DESIGN 2.3.1 Propagation Prediction Using this information preliminary cell cite designs are prepared. Seller uses PlaNET as its design tool for RF propagation prediction. PlaNET is a software package developed by Mobile Systems International (MSI) of England. PlaNET provides the capability for single and multiple site RF prediction plots, composite coverage plots, best server plots, interference prediction for both co-channel and adjacent channel interference for an individual site or on a whole system, and traffic calculations to fit demographics, land use, roadways and traffic patterns. The initial design results in the identification of recommended cell site locations and search rings which are identified to the customer for site acquisition activities. A total of 28 sites will be analyzed including 21 existing sites and 7 new sites. If additional site analyses are required as a result of Buyer site acquisition activities, these efforts will be deemed additional scope of work and Buyer will be charged according to the pricing proposal. The analysis process also results in prediction plots of the network, including: - One composite and one individual cell coverage plot per cell of each new and changed existing cells, - Best server plots, for the area covered by the new cells, - Database of key parameters such as cell site coordinates, ground elevation for the new and changed existing cells, - Tabulation of RF parameters for each new and changed existing cell (antenna type/manufacturer model, orientation, tilt, height, peak effective radiated power, etc.). - One search ring for each new cell site for identification of alternative cell site locations should the principle property not be available. If requested during the analysis phase, additional reviews of the area may be conducted to identify areas of weak coverage, along with evaluation of alternatives for coverage improvement such as additional macrocells or microcells, cell enhancers, or other special techniques where feasible or appropriate. Such work will be at additional cost to be negotiated with Buyer prior to commencement of work. 2.3.2 Frequency Planning The next step in the system analysis is the radio traffic design that involves the analysis of traffic distribution within the service areas and the estimation of voice channels required to support the desired system capacity. Based on the traffic projection information provided by the Buyer, the grade of service desired, and subscriber profile (Erlang loading), and other relevant information gathered by the survey teams, the PlaNET tool is used to determine traffic loading on a per-cell basis. 8-4 In the PlaNET model, it is assumed that the instant of call establishment and the duration of calls follow a Poison distribution, allowing the use of Erlang B formula to relate the traffic in Erlangs to the number of channels required at the grade of service (GOS). This forms the basis of the quantity of voice channels at each facility and the requirement for capacity increase in circuits to each cell site. Starting with the inputs and results of System Propagation Prediction Analysis, this study develops and validates an initial plan of channel assignments including control and voice channels, DCCs, and SATs. An analytical review of the cell coverage and channel traffic forecasts is completed to identify the channel requirements. These requirements are then used to determine the number of channels needed at each facility and the potential requirement for further sectorization. Buyer shall then arrange a meeting between Seller engineering and engineering representatives of the adjacent markets for the purpose of coordinating frequencies at the boundary cells. Buyer is responsible for providing to Seller the agreed frequency plans for interfacing with the adjacent markets prior to final frequency plan design (paragraph 2.4). As part of the plan, a manual system-wide Co-channel Carrier-to-interference ratio (C/I) review is completed to identify areas of co-channel interference and areas of heavy traffic density where adjacent channels are assigned in physically adjacent cells. Further changes in the plan are completed to eliminate predicted problem interferences or adjacencies, or if unavoidable with the given constraints, to minimize their impact by migrating them to areas of low traffic density. 2.4 DETAILED RF DESIGN 2.4.1 Site Verification Data Collection - by Buyer The qualification, selection, and acquisition of sites will be accomplished solely by Buyer. The following information shall be provided by Buyer to Seller prior to starting the final design (see 2.4.3) and Seller shall rely on this information as accurate for design and implementation and construction purposes: 1. Verification of the suitability of the proposed antenna locations. 2. Determination of the actual line of sight parameters for each cell location. 3. Determination of the actual blockage profiles for each of the cell locations. 4. Physical inspection and determination of the suitability of the downtilt prediction for the antennas. 5. Additional RF measurements as required by Seller to support the propagation predictions. 6. Complete photographic records of each candidate cell site. 7. Identification of alternate sites. If additional site designs are required as a result of customer site acquisition activities, this effort will be deemed additional scope of work and Buyer will be charged according to the pricing proposal. 8-5 This data will then be forwarded to the design team at Seller for final RF design of the network. Final design work will not start until completion of this task by Buyer. 2.4.2 Buyer Site Acquisition Following the site verification activities above, it is the Buyer's responsibility to secure construction rights for the sites. In the event that the primary site locations cannot be obtained, search rings have been provided that will enable the customer to seek alternative site locations within reasonable distances from the initial recommended locations. Once the final locations have been determined, the customer shall provide the site coordinates and other location data to Seller for final design of the network. If additional site designs are required as a result of customer site acquisition activities, this effort will be deemed additional scope of work and Buyer will be charged according to the pricing proposal. 2.4.3 Preliminary Design Update - Final Design A Final Design shall be generated based on the information generated in the preceding efforts. This will be comprised of a study of the proposed service areas and, using all available demographic and customer provided traffic pattern data, will determine the final capacity requirements for each cell and will formulate a final frequency plan for all channels. An initial study of datafill and site configuration parameters will be undertaken to minimize all potential interference and ensure that the design criteria are met. The resulting frequency plan will be reviewed both manually and by automatic analytical tools before finalization. Interactive review and discussion are available with the Buyer prior to "lock down." At the conclusion of these reviews, all frequency plan details are documented in a tabular format, along with the given plan constraints and explanation of any special considerations or techniques employed in finalization. Outputs of the frequency plan will be: - Full tabulation of frequency plan including channel set definitions, set and assignments of control channels, DCCs, voice channel sets, and SATs to cells. - Supporting tabulation of constraints governing initial plan including channel requirements and underlying traffic forecast data. - Explanation of special considerations or techniques employed in mitigation of any specific problems. As a result of this design effort, a detailed Final Design Report will be prepared and presented to the customer for approval at the final design review. Upon approval by the customer, the RF design will be released to Seller's Systems Applications Engineering for final provisioning and implementation. 8-6 3.0 POST INSTALLATION SUPPORT RF ENGINEERING 3.1 Acceptance Test Plan During the construction phase of the program, RF engineering will prepare a detailed Acceptance Test Plan (ATP) which will include proposed drive route(s), RF parameters to be measured for Acceptance, and test methods to verify that the installed cell sites meet the design objectives. The RF ATP will be submitted to the Buyer for review and approval. 3.2 System Turn Up 3.2.1 Prior to Final Site Installation Prior to turn up of the first site, the new switch load shall have been installed and the existing cell site network returned to an operational state with the frequency plan in effect as of the start of the switch load installation. OM data shall have been collected by Seller to confirm operational conformance of the RF portion of the cell sites to the condition of the network prior to installation of the new load. Upon installation of each site, Seller's installers shall have set the initial RF parameters in accordance with the baseline datafill design criteria established by Seller's engineering. System turn-up and will be conducted by Seller for each new cell site within seven (7) days after the installation is completed, verifying it operational from the RF perspective. Optimization of the operating parameters of the network by Seller will be accomplished as described in paragraph 3.2.2 following completion of installation of the last site. It is understood by Seller that Buyer may elect to install the new cell sites over a period of several months, and that Buyer may elect to turn up these sites as they become operational. As a result, it may be necessary for Seller to perform portions of the frequency retune plan as these new cell sites are made operational. Frequency retunes of the entire network are not included in the SOW during this portion of the installation process. Seller agrees to provide no more than three (3) frequency retune portions until the final site installation has been completed. If additional retune portions are necessary during the process of installing the new cell sites, these will be performed by Seller on a time and materials basis. 3.2.2 Following Completion of Last Site Installation Final network optimization will undertaken following installation and turn up of the last new cell site contemplated under this contract. As the optimization effort progresses through ongoing performance analysis and drive testing, appropriate parameter changes that can be readily implemented are identified and specifically recommended to improve system call processing performance. Examples of such changes include hand-off parameters, various system thresholds, and frequency/SAT/DCC assignments. 8-7 During the optimization process, Seller Engineering will adjust and fine tune the pertinent switch parameters to achieve improved performance. The primary focus is to improve the percentages of dropped calls and dropped hand-offs and to reduce excessive hand-offs. Any appropriate changes requiring physical construction are identified and recommended, but are not included in this Statement of Work. Examples include changes in cell physical details (antenna centerline height, location), antenna replacement, or the addition of channels, frames, or new cells to improve performance, and development of a revised frequency plan. Alternative system configurations (including possible sectorization) are documented, explained and recommended in cases of substantial interference. Seller's RF Engineering group will perform a final drive test of the KSM market. The drive routes will be limited to those already tested as part of paragraph 2.2 of this SOW. The data monitored and gathered will include hand-off points, signal strength, C/I levels and path balance characteristics of the network. This data will then be post-processed, plotted and analyzed to determine specific performance anomalies. Initial Datafill changes are made at this point based on the analysis of the drive test data. The data will be compared to that compiled as part of the initial drive tests to indicate performance improvements. 3.3.3 Cell Site Audits For each new cell site in the network or cluster to be optimized, RF Engineering will conduct a cell site audit. Site Audits consist of verifying the installation and operation of the Seller radio equipment and wiring. It is essential that the equipment is installed, configured, tested, and datafilled in the correct manner. The audit will ensure that the equipment is working properly and is not adversely affecting any existing equipment or service. The audits include, but are not limited to the following: 1. Visually inspect physical plant (building, air conditioning, etc.). Insure that filters are clean, HVAC is operational, jumper/feedlines/connectors properly installed per Seller specifications, general cleanliness of the facility. 2. Visually inspect the antenna structure for corrosion, loose fittings, etc. 3. Inspect DC power and grounding to insure that Seller specifications are met. 4. Sweep antennas for VSWR (Optional at additional cost). 5. Sweep receive multicoupler/duplexer for gain and VSWR (Optional at additional cost). 6. Check firmware for latest revision. 8-8 7. Analog radio TX tests (if applicable) a. HSMO b. TX power c. PA power stepping d. TX frequency e. Manchester data f. Modulation limiting g. Residual modulation h. SAT deviation and frequency i. ST deviation and frequency 8. Combiner a. tuning b. loss 9. Duplexer loss 10. Analog radio RX tests (if applicable) a. RX sensitivity (SINAD) b. RSSI (response and offset) c. RX audio level d. Audio loopback e. SAT detect f. ST detect g. 1 kHz Test Tone generator h. Desensitization 11. Talk-In/Talk-Out balance 12. Test TX/RX Audio Levels (AVL) 13. Noise floor measurement (one channel from set) 14. Intermodulation test (all channels) 15. Call through tests (all channels) 16. Maintenance log review Site audits are an integral part of the optimization process and will be performed prior to any extensive performance related adjustments being made. The process of site auditing is easily taught to customer technicians / engineers and can be performed by them, if desired. A Site Audit Report will be provided to the customer within 30 days after completion of the audit. 8-9 ATTACHMENT 1 BUYER PROVIDED INFORMATION
8-10 AMENDMENT NO. 2 TO SUPPLY AGREEMENT BETWEEN DOBSON COMMUNICATIONS CORPORATION AND NORTHERN TELECOM, INC. Made as of this 24th day of June 1997, by and between Dobson Communications Corporation (hereinafter referred to as "Buyer"), an Oklahoma corporation with offices at 13439 North Broadway Extension, Suite 200, Oklahoma City, Oklahoma 73114 and Northern Telecom Inc. (hereinafter referred to as "Nortel" or "Seller"), a Delaware corporation, with offices at 2435 N. Central Expressway, Richardson, Texas 75080. WHEREAS, Buyer and Seller entered into a Supply Agreement dated as of December 6, 1995, as amended December 20, 1995 (the "Agreement"); and WHEREAS, Buyer and Seller now wish to amend the Agreement to include, among other things, a new, extended Term, a commitment to purchase by Buyer and new Equipment pricing, all as further described herein; NOW, THEREFORE, in consideration of the mutual covenants herein contained, Buyer and Seller agree to amend the Agreement as follows: 1. Amend Article 1 (DEFINITIONS) as follows, adjusting the numbering sequence in Article 1 accordingly: (a) Add new Section 1.1 as follows: "ADJUNCT PLATFORM" shall mean third party hardware and/or software, onto which Seller has added software in support of the applications listed in Annex 9 hereof ("Value-added Software") and 1 in some cases, integrated such third-party hardware and Value-added Software into a system providing peripheral functionality for the DMS-MTX, all more fully described in Annex 9, 'Adjunct Platforms.'" (b) Add the words "during the Initial Term" to the end of Section 1.8 ("INITIAL PURCHASE"). (c) Delete existing Section 1.21 (Term) and insert the following new definitions in the appropriately numbered sections as determined by their insertion in alphabetical order: "EXTENDED TERM" shall mean the period commencing on June 24, 1997 ("Extended Effective Date") and ending four (4) years thereafter. "INITIAL TERM" shall mean the period commencing on the date first set forth above (hereinafter 'Effective Date') and ending on June 23, 1997. 2. Amend Article 2 (SCOPE) by deleting the word "Term" in Section 2.1 and replacing it with "Initial Term and Extended Term." 3. Amend Article 3 (PURCHASE ORDERS) at Section 3.1 by deleting the words "Term of this Agreement, or as it may be extended," in the first sentence and replacing them with "Initial Term and Extended Term." 4. Amend Article 4 (PRICE) by adding the following to the end of Section 4.1: "Buyer understands that it has a firm obligation to purchase/license no less than $30 million net Price (i.e., Price less applicable discounts) of Equipment and/or Software from Seller during the Extended Term ("Commitment")." 5. Amend Article 5 (PAYMENT) as follows: (a) In Section 5.2 add the words "and before the Extended Effective Date" after the date "December 31, 1995." 2 (b) Add a new Section 5.3 as follows: "5.3 With respect to Purchase Orders for Equipment that include Installation Services therefor, delivery of which Equipment is taken by Buyer during the Extended Term, Buyer shall pay to Seller the appropriate Price in accordance with the following: 5.3.1 70% of the Purchase Order Price shall be invoiced by Seller upon shipment of the Switch in the case of a System Installation or, in the case of an Expansion or Cell Site Installation, upon shipment of the major components to the Installation Site. Such payment shall be paid to Seller within thirty (30) days following the date of Seller's invoice therefor. 5.3.2 20% of the Purchase Order Price shall be invoiced by Seller upon the date of Turnover. Such payment shall be paid to Seller within thirty (30) days following the date of Seller's invoice therefor. 5.3.3 10% of the Purchase Order Price shall be invoiced by Seller after Acceptance of the Equipment as defined in Article 14 herein. Such payment shall be paid to Seller within thirty (30) days following the date of Seller's invoice therefor." 6. Amend Article 9 (PATENT OR COPYRIGHT INFRINGEMENTS) by adding the following to the single sentence constituting Section 9.4: "or, (iii) alleging that method of use claims in such patent are infringed by any service offering and/or by any use by Buyer of Equipment furnished hereunder to make such service offering available." 7. Amend Article 10 (SOFTWARE LICENSE) by adding the words "During the Initial Term" to the beginning of the first sentence of Subsection 10.2.2. 8. Amend Article 16 (REGULATORY COMPLIANCE) at Section 16.1 by adding the following after the words "Effective Date:" 3 "for Equipment purchased during the Initial Term and in force on the Extended Effective Date for Equipment purchased during the Extended Term" 9. Amended Article 17 (CHANGES) by deleting the opening paragraph of Section 17.5 in its entirety and replacing it with the following: "Subject to Section 24.1 herein, for purchases during the Initial Term Buyer understands and agrees that the execution of this Agreement constitutes a firm, non-cancelable Purchase Order for the Initial Purchase set forth in Section 1.0 of Annex 1 and the training courses set forth in Section 4.0 of Annex 1. For purchases during the Extended Term Buyer understands that the execution of this Agreement constitutes a firm, non-cancelable Purchase Order for the initial purchase of Equipment and training for the Extended Term ("Extended Term Initial Purchase") as set forth in Section 1.0 and 2.0 of Annex 1A. However for Purchase Orders for Equipment other than the Initial Purchase and Extended Term Initial Purchase, upon written notification to Seller, Buyer may elect to cancel such Purchase Orders prior to shipment of Equipment in accordance with the following:" 10. Amend Article 24 (GENERAL) by inserting the words "or claims for indemnification" after the word "otherwise" in Section 24.6. 11. Amend Annex 1 (EQUIPMENT AND SERVICES PRICING) as follows: (a) Add the word "INITIAL TERM" to the beginning of the title and adjust Annex 1 references in the Table of Contents and in Section 23 of the Agreement accordingly. (b) Add the word "Initial" before the word "Term" in the first sentence of the opening paragraph. (c) Add the words "During the Initial Term" to the beginning of Section 5.2. 12. Add Annex 1A (EXTENDED TERM EQUIPMENT AND SERVICES PRICING) as set out in Schedule "A" of this Amendment. 4 13. Subject to Buyer executing this Amendment on or before June 30, 1997, Seller hereby agrees to add the following to Annex 1A: (a) Add the words "Subject to (b) below" to the beginning of the sentence immediately preceding part (a) of Section 2.2. (b) Add the following words to the end of Section 2.2(b): "provided, without charge to Buyer and included as a part of the Extended Term Initial Purchase, Seller shall provide Buyer with an Adept Silver system and MDS 2.09 system as described in Section 4.0 of this Annex 1A." (c) Add the following new Section 4.0 as follows: "4.0 ADEPT SILVER AND MDS 2.09 SYSTEMS 4.1 MDS 20.9 System
5 14. Amended Annex 8 (RF ENGINEERING SERVICES STATEMENT OF WORK) by adding the words "INITIAL TERM" to the title and the words "during the Initial Term" after the words "design analysis and system verification" in the first sentence. 15. Add a new Annex 8A (EXTENDED TERM RF ENGINEERING SERVICES STATEMENT OF WORK) as set out in Schedule "B" of this Amendment. 16. Add a new Annex 9 ("ADJUNCT PLATFORMS") as set out in Schedule "C" of this Amendment. 17. Add the appropriate Annex listings for new Annexes 8A and 9 to the Table of Contents and Section 23 (ANNEXES), respectively. 18. Except as specifically modified by Amendment No. 1 and this Amendment No. 2, the Agreement in all other respects shall continue in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their duly authorized representatives effective as of the date first set forth above. DOBSON COMMUNICATIONS INC. NORTHERN TELECOM INC., By: /s/ G. Edward Evans By: /s/ Douglas Patterson ------------------------------- -------------------------------- G. Edward Evans Douglas Patterson ------------------------------- -------------------------------- Type or Print Name Type or Print Name Title: President Title: VP Finance ---------------------------- ---------------------------- Date: 6/24/97 Date: 6/27/97 ---------------------------- ------------------------------ 6 SCHEDULE A TO AMENDMENT NO. 2 OF SUPPLY AGREEMENT BETWEEN DOBSON COMMUNICATIONS CORPORATION AND NORTHERN TELECOM INC. ANNEX 1A EXTENDED TERM EQUIPMENT AND SERVICES PRICING During the Extended Term, Seller may, at its discretion, implement changes to the Equipment, modify the drawings and Specifications relating thereto, or substitute Equipment of more recent design; provided, however, that any such changes, modifications or substitutions shall not materially and adversely affect performance of the System. Unless otherwise specifically stated, Services are not included in Equipment List Prices. Buyer shall take delivery of the Extended Term Initial Purchase within eighteen (18) months of the Extended Effective Date. During the Extended Term, for 800 MHz AMPS/TDMA Equipment available to Seller's customers as of the Extended Effective Date other than the Equipment included in the Extended Term Initial Purchase ("Extended Term Additional Equipment"), Prices shall be Seller's then-current List Prices for DMS-MTX products less the applicable discounts set out in Section 3.2 of this Annex. 1.0 EXTENDED TERM INITIAL PURCHASE The Equipment configurations set out in this Section 1.0 assume that Buyer is providing sufficient floor space for the described Equipment. Additional Equipment and/or Installation may be required at Buyer's expense in the event Buyer fails to provide such floor space. Seller shall provide, and Buyer shall purchase for its technicians, the training courses listed in Subsections 1.1.1.4 and 1.2.1.3 below. All training is conducted at Seller's facilities in Richardson, Texas. Tuition rates listed below are exclusive of travel, lodging and per diem expenses, A-1 which shall be for Buyer's account. Course content is subject to change at Seller's discretion. 1.1 MARYLAND RSA 2- (Moving Existing Catocin Site MTX) 1.1.1 Switch Upgrade and Training 1.1.1.1 Switch Equipment Upgrade
A-2 1.1.1.4 Nortel Switch E, F&I
A-3
A-4
A-5
A-6
A-7
A-8
A-9
A-10
A-11
1.3 RF SERVICES Seller shall provide the RF design evaluation and frequency planning Services included in the Price for Maryland RSA 2 and Maryland RSA 3 in Subsections 1.1.3 and 1.2.2.5, respectively, of this Annex 1A in accordance with the statement of work set out in Annex 8A of this Agreement. 1.4 P-3 TRADE-IN CREDITS Seller hereby agrees to grant a purchase credit in the amount of $750 to Buyer for each P-3 radio unit it trades-in to Seller during the Extended Term; provided, as follows: A-12 (a) Each trade-in credit may be applied only against the purchase Price of one TRU-2 and SCLPA radio unit ("TRU-2 Unit") and only one credit may be applied against the purchase Price of each such TRU-2 Unit; (b) Buyer shall replace each P-3 (de-installed hereunder and traded-in to Seller) with a TRU-2 Unit; and, (c) Seller shall de-install each applicable P-3 prior to the applicable Turnover of the TRU-2 Unit replacing it. Seller shall remove such de-installed P-3(s) in accordance with the applicable project schedule. Buyer warrants that title to such de-installed equipment shall be free and clear and shall pass to Seller upon de-installation. 2.0 SOFTWARE RELEASE LICENSE FEE 2.1 During the Extended Term, Buyer shall pay Seller the following fees for each Switch in service as of the Extended Effective Date or purchased thereafter by Buyer under this Agreement (including the Extended Term Initial Purchase): (a) based on the audit described in Subsection 2.1.2 below, or the determination of the number of subscribers at Turnover as described in Subsection 2.1.3 below, as applicable, a Software license fee per Switch each calendar year during the Extended Term equal to the product of $6.00 times the number of subscribers on such applicable Switch at the time of such audit or Turnover, as applicable ("Software License Fee"); and, (b) a Software application fee of $25,000 ("Software Application Fee") per Switch per calendar year, (cumulatively, the "Annual Software Fee"); provided, subject to Subsection 2.1.1 below, in no event shall such Annual Software Fee be less than $50,000 or greater than $250,000 for each applicable Switch during the Extended Term. A-13 Subject to Subsection 2.1.3 below, Seller shall invoice Buyer for the applicable Annual Software Fee upon completion of the audit described in Subsection 2.1.2 below and Buyer shall pay 100% of the applicable invoice within thirty (30) days of the date of such invoice. 2.1.1 For the Switch in Buyer's Maryland 2 market only, no such $50,000 minimum Annual Software Fee shall apply in the event such audit indicates that no subscriber database is datafilled on such Switch; provided, Buyer shall pay the Software Application Fee for such Switch. 2.1.2 Except for the instances described in Subsection 2.1.3 hereinbelow, commencing in 1998, at the beginning of each calendar year during the Term, but not later than January 31st of each such calendar year, Seller shall audit each applicable Switch under this Agreement (i.e., Buyer's Switches in its Cheyenne, Kansas, Maryland 2 and Maryland 3 markets) and any new Switch purchased by Buyer under this Agreement for any other market(s) ("New Market Switch") to determine the number of subscribers per Switch for purposes of calculating the applicable Annual Software Fee for the calendar year during which the audit is conducted. Buyer hereby gives Seller the right at its discretion to conduct such audit remotely or visually on-site. 2.1.3 In the event Turnover of a New Market Switch occurs after January 31st of any calendar year during the Term (including 1997), upon Turnover of such New Market Switch, Seller may invoice Buyer for the $25,000 Software Application Fee and the applicable initial Software License Fee based on the number of subscribers on such New Market Switch as of the date of Turnover of such Switch, such initial Software License Fee being prorated for the remainder of the calendar year in which such New Market Switch is installed. Buyer shall pay 100% of the applicable invoice within thirty (30) days of the date of such invoice. 2.2 For the Annual Software Fee Buyer shall be provided with one (1) DMS-MTX standard, commercially available Software release per Switch, as offered by Seller to its customers for 800 MHz AMPS/TDMA Equipment application during the applicable calendar year. Buyer may license additional Software releases offered by Seller to its customers for each A-14 such Switch in a given Extended Term calendar year in addition to the Software release included in such Annual Software Fee by paying Seller the $25,000 Software Application Fee. All Software releases licensed by Buyer hereunder shall include all Software, whether base or optional features, contained in the standard, commercially available DMS-MTX Software ("DMS-MTX Core Software"). Such DMS-MTX Core Software shall not include the following: (a) all CDMA-specific Software features, including, but not limited to, IS-634 open interface and all other CDMA-specific interfaces; and, (b) Software operating on an Adjunct Platform. In all cases the applicable Software License Fee and/or Software application Fee is exclusive of any hardware/firmware required to operate the Software, but includes TAS services as described in this Agreement. 3.0 DISCOUNTS 3.1 All discounts are included in the Prices set forth in Section 1.0 for the Extended Term Initial Purchase and such Prices are not subject to any additional discounts. 3.2 Extended Term Additional Equipment shall be discounted as follows; provided, no discounts shall apply to (i) Hardware or Software operating on an Adjunct Platform, (ii) Services, or (iii) OEM Equipment: Description Discount ----------- -------- Switch Hardware 40% Cell Site Hardware 45% RF Hardware 50% A-15 SCHEDULE B TO AMENDMENT NO. 2 OF SUPPLY AGREEMENT BETWEEN DOBSON COMMUNICATIONS CORPORATION AND NORTHERN TELECOM INC. ANNEX 8A EXTENDED TERM RF ENGINEERING PERFORMANCE AND DESIGN EVALUATION The purpose of this Statement of Work is (a) to describe the scope of work for Seller's RF engineering and network planning of cellular services to evaluate the performance of a network of cell sites configured for AMPS applications for the purpose of determining the requirements for deploying digital TDMA services ("RF Frequency Planning") and (b) to establish the process for applying such evaluation to Seller's design of a digital TDMA System in order to meet the coverage and capacity requirements of Buyer's Maryland RSA 2 market ("RF Design Evaluation"). There are currently 22 tri-sectored cells operating in the AMPS mode in Maryland RSA 2 ("MD2 Cells"). Seller shall evaluate the MD2 Cells to provide hand held, in-car portable coverage throughout the RF coverage area. This process involves the following steps: - - Evaluation of the existing AMPS cell sites and switching network and establishing a baseline of current performance. - - Making recommendations for improvement to the existing network for 600mw in-car portable coverage. - - Determining the general equipment requirements to enhance the coverage of the network and the necessary switch and interconnect capacity. B-1 A cost estimate for System optimization will be provided on a per cell and/or per channel basis after the RF Frequency Planning and Design Evaluation scope of work is completed and approved by Buyer. 1.0 NETWORK PLANNING SYSTEM EVALUATION The purpose of this section is to describe the scope of work for Seller to provide a System plan for one DMS-MTX switch and to provide System verification to validate such plan and its implementation. Seller may provide recommended design changes based upon its planning process. Should specific details of Seller's planning process not be implemented by Customer, Seller shall be released from responsibility for that portion of the plan not implemented. 1.1 CAPACITY PLANNING Seller shall provide a detailed capacity projection analysis at the cell sites, controller and MTX levels, based on typical models addressed within BTA/RSA areas served by the customer. The scope includes Buyer providing input for the applicable customer input questionnaire (see Attachment 1), capacity planning and/or forecasting report. 1.2 CAPACITY MONITORING Seller shall provide a detailed capacity performance analysis of in-service Buyer equipment (cell sites, controller and MTX). The monitoring service includes collecting switch operational measurements, and delivering a capacity analysis report to Buyer. Seller shall estimate call handling capacity of switch and radio equipment to identify when equipment resources will be exhausted before system outages occur, allowing the operating company to be pro-active in determining where to apply engineering resources for the purposes of avoiding potential system failures and/or outages. B-2 1.3 SELLER DELIVERABLES Seller shall provide the following deliverables: 1. The high level Capacity Forecast/Projection Plan which provides capacity requirements for the specific BTA/RSAs. The plan provides preliminary estimates of busy hour call attempts demand versus processor occupancy requirements at the System and subsystem levels. 2. A capacity planning Customer Information Questionnaire ("CIQ"), which captures the customer inputs regarding Hardware and Software Releases, features and/or services roll out, traffic call mix, subscriber growth plan and traffic projections. 3. The detailed Capacity Plan, which is based on the CIQ, describes the network and nodal capacity requirements for the specific Software and Hardware included in the Equipment quoted. A statement of modeling assumptions and the operating company's inputs from Buyer shall be used by Seller as the basis for the capacity requirements. 4. The Capacity Monitoring Report, which provides in-depth analysis of the busy hour call attempts handled by the in-service equipment and the call processing occupancy of the processor in question. The report is based on the operational measurements obtained from Buyer's MD2 System, including but not limited to MTX, ICP, and ICRMs. The report will include recommendations for growth plan or opportunities for cell re-homing based on actual measurements of the processing load. 2.0 RF ENGINEERING EVALUATION A readiness evaluation phase is developed to determine if the RF portion of the MD2 Cells is performing to the standards necessary for successful B-3 commercial deployment of digital services, and if not, to provide recommendations to Buyer on how best to proceed. This phase also includes the detailed coverage and capacity design evaluation (excluding frequency planning) of macro cells necessary to provide the grade of service specified by Buyer. 2.1 DATA COLLECTION To begin the data collection process, RF engineering will contact Buyer to obtain the current status, frequency plan and configuration of the system or cluster of cells to be optimized, and to advise of the general requirements for a deployment of digital TDMA operation. In addition, the service requirements and operating parameters will be mutually agreed upon in writing by Buyer and Seller, including the grade of service, mobile versus in-car portable coverage, and RF coverage area. A CIQ will be presented to Buyer for completion. When completed by Buyer, this questionnaire will contain data describing the current network and identifying necessary operating parameters such as grade of service. 2.2. PERFORMANCE AUDIT AND BENCH MARKING 2.2.1 OPERATIONAL MEASUREMENTS Seller will establish the general condition of the system in terms of performance benchmarks that can be used to evaluate historical and ongoing performance improvement or changes. The system performance baseline will be established by Seller evaluating the Buyer provided switch performance related to operational measurements ("OM") maintained on the switch. Customer is required to provide remote access to the Switch database to permit table set-up and data collection. OM will be set-up and monitored by a member of the Seller deployment team at least one week prior to the arrival of the RF Engineering evaluation team to evaluate the existing system performance metrics and establish a B-4 baseline prior to performance of applicable optimization Services; provided Buyer purchases such Seller optimization Services. The OM will be monitored during the deployment process and for at least one week after such team leaves the market. This is to ensure that any performance enhancements can be verified, and further serves to establish the new System performance baseline. 2.2.2 RF PROPAGATION PREDICTION/INTERFERENCE ANALYSIS Seller will perform a general RF Propagation Prediction/Interference Analysis of the existing network. This task involves entering all System specific information, such as coordinates, tower heights, power levels, frequency plan, etc. into the PlaNET-Registered Trademark- automated tool. The information derived from the RF Propagation/Prediction Analysis will include coverage analysis for each applicable cell, adjacent and co-channel carrier to interference (C/I) evaluation, and terrain considerations. Upon request by the Buyer, such information will be made available to the Buyer as Confidential Information. Such report will contain the following elements: - Buyer requirements - Buyer input data summary - Other input data summary - System coverage plots - Composite coverage plots - Cell coverage and C/I plots - Current Frequency plan 2.2.3 CELL SITE AUDITS For each cell site in the System to be evaluated, Seller will conduct a cell site audit. Site audits consist of verifying the installation and operation of B-5 the Seller radio Equipment. It is essential that the Equipment is installed, configured, tested, and datafilled in the correct manner. The audit ensures that the Equipment is working properly and is not adversely affecting any existing equipment or service. Site audits will be performed prior to any extensive performance related adjustments being made. A Site Audit Report will be provided to the Buyer within 30 days after completion of the audit. 2.2.4 SYSTEM DRIVE TEST DATA COLLECTION AND ANALYSIS Seller RF Engineering group will perform a drive test of the MD2 Cells. The drive routes will include all areas mutually agreed upon by Buyer and Seller RF engineering as the primary RF coverage areas for the MD2 Cells. The data monitored and gathered will include hand-off points, signal strength, C/I levels and path balance characteristics of the System for both the forward and reverse paths. This data will then be post-processed, plotted and analyzed to determine specific performance anomalies. Further drive testing may be performed at Seller's discretion, as determined by Seller's RF engineering team. As the evaluation effort progresses through ongoing performance analysis and drive testing, appropriate parameter changes that can be readily implemented are identified and specifically recommended to Buyer to improve system call processing performance. 2.3 EVALUATION REPORT Following complete evaluation of the System, a report will be submitted to the Buyer outlining performance and recommendations for further actions. Recommendations may include (but not limited to) the addition of cell sites for coverage, capacity, or performance improvements, changes in the operating parameters of the network. B-6 3.0 SERVICE SUPPLY REQUIREMENTS 3.1 BUYER TO SUPPLY: The Buyer will supply the following items in a timely manner: - Non-billable phone numbers for test mobiles (3 minimum). - Physical access to the switch databases and cell sites with Buyer's technical staff available for interactive equipment audit and alignment activities, as well as discussion during this service and full authority to make database edits as required to successfully perform the tasks necessary to optimize the System, provided, Buyer purchases Seller's optimization services. - Remote switch interface. - Access to all System specific information (e.g. coordinates, tower heights, frequency plan, ERP and azimuths). - Tower climber, surveyor* or other contractor* for investigation and correction of any physical problems identified during optimization; provided, Buyer Purchases Seller's Optimization Services. * TO BE PROVIDED AFTER IDENTIFICATION OF REQUIRED SCOPE OF WORK. 3.2 SELL TO SUPPLY: Seller will supply drive test data collection and plot, and dropped call and hand-off performance analysis, including required inputs and System performance bench marking statistics. - Tabulation of System parameters with specific recommendations for change such as table and setting parameter change recommendations to be provided interactively. B-7 - System configuration change recommendations, where appropriate, including antenna height, cell location changes, capacity increases, and sectorization. - Results and recommendations from site audits and system inspection including any observed anomalies such as undesirable hardware configuration or settings. B-8 ATTACHMENT 1 CUSTOMER INFORMATION QUESTIONNAIRE INITIAL DATA REQUIREMENTS FOR NETWORK (FOR EACH EXISTING SWITCH) Networking requirements: - List of networking partners (Automatic Roaming & Call Delivery? Inter system Hand-off?) - Connection to NACN, ITN, other Backbone Roaming Network? - Connection to GTE FMR, FMR+, Pre-Call Validation Service? - Connection to GTE, EDS or other Clearing House? - IS-41 Rev. A, B or C? - IS-41 via X.25 or SS7? - Connection to other network entities not being proposed by Seller (e.g. External HLR, Short Message Service Center, Authentication Center, etc.) - Major source of roaming traffic? Tandeming requirements: (SS7 INODE capability, IS-41+ tandeming) PSTN interconnection requirements: (ANSI ISUP, IS-41 Rev. A/B/C, Analog/Digital Trucks, Points of Presence, Central Office connections) B1-1 Regulatory requirements on number/location of switches: (One per LATA/MSA/RSA/State/Region) Restrictions/Regulations on the type of services: (Mobility, Restricted Coverage Areas, Equal Access, intra/inter system toll traffic, dialing restrictions, E911 connectivity) Minimum Service requirements: (Grade of Service, Availability, Number Portability, seamless networking) Wireless Data requirements: (Circuit switched data, CDPD) Projected Call Mix: (L-M, M-L, M-M, L-L) How MINs are provisioned Required Number Plan Billing requirements: (Real-time billing, connection to downstream processor, etc.) OEM requirements: - Connection to Voice Mail System? - Interconnection requirements (DS-1, DS-0, SS7? ANI spill?) B1-2 ATTACHMENT 2 CUSTOMER INFORMATION QUESTIONNAIRE FOR RF ENGINEERING DATA REQUIREMENTS (FOR EACH EXISTING SITE) Frequency of each channel (voice, control) Busy hour traffic for each sector Grade of service required Mobile vs. portable coverage requirements Street/car/in-building coverage requirements Coverage boundaries criteria (indicate on map) Lat., long (deg., min., sec.) Elevation (Ft, Mtr, AMSL) Source of information on site location Number of analog voice channels/sector Number of digital voice channels/sector Maximum transmitter power (Watts, dBw) per sector Tower Height (Ft, Mtr, AMSL) Highest Point (Ft, Mtr, AMSL) Height to Antenna C.L. (Ft, Mtr, AMSL) per sector Horizontal Antenna Spacing (Ft, Mtr) per sector Antenna name and model number per sector Antenna Gain (dB) per sector Cable length to RF equipment (Ft, Mtr) per sector B2-1 SCHEDULE C TO AMENDMENT NO. 2 OF SUPPLY AGREEMENT BETWEEN DOBSON COMMUNICATIONS CORPORATION AND NORTHERN TELECOM INC. ANNEX 9 ADJUNCT PLATFORMS This Annex and the attached exhibits define the special terms and conditions applicable to the sale and purchase of Adjunct Platforms. Except as set forth herein, the terms of the Agreement shall continue to apply. In the event of a conflict between the provisions of this Annex and the provisions of the body of the Agreement, the provisions of this Annex shall take precedence over the provisions of the body of the Agreement. 1.0 PRICE 1.1 Subject to Sections 2.2(b) and 4.0 of Annex 1A, if applicable, the Price for an Adjunct Platform shall consist of (i) unit list prices for applicable third-party hardware, and (ii) the license fees to use the associated Value-added Software as set forth in the form of Exhibit A hereto, "Adjunct Platform Prices." Any discounts set forth in the Agreement do not apply to Adjunct Platform Prices. 1.2 Unless otherwise specified, the above noted Prices are exclusive of Seller's charges for any Services associated therewith. 1.3 The Prices are also exclusive of any taxes, which shall be the responsibility of Buyer pursuant to Section 5.5 of the Agreement. 1.4 Prices for future orders will be quoted upon Buyer request. 2.0 PAYMENT 2.1 Notwithstanding anything to the contrary contained in Section 5 of the Agreement, Buyer shall pay Seller the appropriate Price in accordance with the following schedule: 2.1.1 90% of the Purchase Order Price shall be invoiced by Seller upon shipment of the Adjunct Platform to the Installation Site. Such payment shall be paid to the Seller within thirty (30) days following the date of Seller's invoice therefor. C-1 2.1.2 10% of the Purchase Order Price shall be invoiced by Seller after Acceptance of the Adjunct Platform as defined in Section 6 of this Annex 9. Such payment shall be paid to Seller within thirty (30) days following the date of Seller's invoice therefor. 2.1.3 For Value-added Software components licensed separately (not part of an Adjunct Platform), or other individual hardware units supplied by Seller for use with the Adjunct Hardware, 100% of the Purchase Order Price shall be invoiced by Seller upon delivery to Buyer. Such payment shall be paid to Seller within thirty (30) days following the date of Seller's invoice therefor. 3.0 WARRANTY 3.1 VALUE-ADDED SOFTWARE WARRANTY Notwithstanding anything to the contrary contained in Section 7.2 of the Agreement, Seller warrants that, provided the Value-added Software is not altered by Buyer, and provided such Value-added Software is used in conjunction with the applicable third-party hardware and Equipment and such third-party hardware, Equipment and Value-added Software have been maintained in accordance with the applicable third-party hardware vendor's and Seller's recommended maintenance procedures, respectively, the Value-added Software shall function during the Warranty Period materially in accordance with Seller's specifications. 3.2 THIRD-PARTY HARDWARE Third-party hardware, when furnished pursuant to this Annex, shall be warranted by the applicable third-party hardware vendor in accordance with such applicable vendor's standard warranty, which warranty shall be passed through directly to Buyer. When requested by Buyer, Seller shall furnish first echelon warranty support during Seller's regular business hours, provided, however, that Buyer shall deal directly with such applicable vendors for repair and return of defective material. The Price includes warranty services from applicable vendor(s) for the first year following shipment of the Adjunct Platform. Thereafter, Seller recommends that Buyer also purchase an extended service plan from the applicable third-party hardware vendor(s). 4.0 VALUE-ADDED SOFTWARE LICENSE 4.1 Buyer is hereby granted a non-exclusive license to use the Value-added Software in accordance with Section 10 and Annex 6 of the Agreement and the applicable NTPs. Notwithstanding anything to the contrary contained in Annex 6, Buyer may use such Value-added Software in conjunction with multiple processing units comprising the Adjunct Hardware. 4.2 From time to time, Seller may offer a corporate network right-to-use fee, which right-to-use fee shall be limited to use by a specified number of voice C-2 channels on Buyer's System(s) for that price, or such other measurable unit as may be applicable for a particular feature. 5.0 VALUE-ADDED SOFTWARE UPGRADES 5.1 Seller shall offer an annual service plan for Value-added Software maintenance, which service plan shall include Seller Technical Assistance Service (TAS) and such Value-added Software upgrade(s) as Seller may make available during the year. 5.2 Buyer shall keep the Value-added Software current, i.e., no more than two (2) numbered releases behind Seller's then-current release. Any new Value-added Software release may require the purchase of additional Hardware by Buyer. 5.3 If Buyer has elected to remain on an outdated release and wishes to upgrade such Value-added Software to Seller's then-current release, the price therefor shall be the lesser of (i) the Value-added Software maintenance License Fee for each year an upgrade was not implemented pursuant to Section 5.1 hereinabove; or (ii) the price differential between the then-current release and Buyer's release then-residing on Buyer's Adjunct Platform. 6.0 SCHEDULE FOR INSTALLATION, TESTING AND ACCEPTANCE 6.1 Seller's standard acceptance test procedures "Acceptance Test Procedures" [ATP's] shall be used for the testing and acceptance of the applicable Adjunct Platforms in the form of Exhibit B, "Acceptance Test Plan." (See Exhibit B for the MDS Acceptance Test Procedures.) Prerequisite site preparation is the responsibility of Buyer as also addressed in Exhibit B. 6.2 Seller shall install the third-party hardware in accordance with a schedule to be mutually agreed by the parties, a sample of which is attached hereto as Exhibit C, "MDS Sample Project Schedule." Seller shall provide Buyer three (3) days prior notification that such Adjunct Platform is ready for testing, and following such notification, Buyer agrees to have a representative present to witness and acknowledge completion of such testing. Seller shall test the Adjunct Platform in accordance with the applicable ATP's to determine the Adjunct Platform conformity with such applicable standards and specifications as set forth in the ATP's. 6.3 At the end of testing, Buyer shall either accept the Adjunct Platform in writing as herein provided or notify Seller in writing specifying in reasonable detail those particulars in which the Adjunct Platform does not meet the applicable ATPs. With respect to any such particulars, Seller shall promptly proceed to take corrective action, and following correction, Buyer shall accept the Adjunct Platform in writing. Successful completion of the aforementioned ATP's shall be deemed to constitute "Acceptance" of the applicable Adjunct Platform. C-3 SCHEDULE C (CONTINUED) EXHIBIT A ADJUNCT PLATFORM PRICING (TO BE QUOTED UPON REQUEST) Adjunct Platforms Price ----------------- ----- 1.0 MTX Data Server ("MDS") 1.1 Hardware Components $_____________ 1.2 MDS Software License Fees ($ per Voice Channel License Fee) 1.2.1 Base Software $_____________ 1.2.2 Modular Software 1.2.2.1 Accounting Mediation Services $_____________ 1.2.2.2 Accounting Service Collection $_____________ 1.2.2.3 CDPD Billing Service $_____________ 1.2.3 Total Software License Fee $_____________ 1.3 Total MDS Price $_____________ 2.0 ADEPT 2.1 Hardware Components (Not offered for purchase hereunder) 2.2 ADEPT Software ($ per Voice Channel License Fee) 2.3 Total ADEPT Price $_____________ 3.0 Integration/Installation $_____________ 4.0 First-Year Warranty Services $_____________ 5.0 Total Price $_____________ C-4 SCHEDULE C (CONTINUED) EXHIBIT B MDS ACCEPTANCE TEST PLAN (SAMPLE) The following test plan is intended to verify standard functionality for the MDS product with release 2.0 Software. As new releases are introduced this plan will be updated. The plan assumes that all site preparation activities have been completed, that the DMS-MTX switch(es) are configured to support the necessary links to the MDS, and that the client applications ("Clients") connected to LAN are available for the MDS access. The MDS installation must be complete before Acceptance activities can begin (i.e. HP has installed and powered up server). Buyer and Seller will initial below as tests are completed. 1. ACCOUNTING MEDIATION SERVICE (AMS) TEST PLAN 1.1 AREAS OF TEST (AMS) 1.0.1 Verify product delivery for accuracy and completeness before beginning Acceptance testing 1.0.2 BASE PERFORMANCE Verify switch site datafill. UNIX site configuration. Threshold Parameters. 1.0.3 LINKS Conform NT1X89BA/BB configuration. Verify physical link connectivity. Verify interoffice facilities (from MTX to MDS). 1.0.4 RELIABLE DATA TRANSFER Single/Dual link. Abnormal Termination Recovery. Verify that AMS to ACS transfer is enabled. Clients (unfiltered/filtered). C-5 1.0.5 GUI PERFORMANCE Menu operation. --------------- -------------- Buyer Seller 1.2 TEST CASES (AMS) (REFER TO NTPs 411-2141-520, 411-2141-523) 1. Confirm all relevant Switch datafill. Verify physical connectivity from MTS to MDS. NT1X89BA/BB: Verify cable is connected to correct port on MPC card. Verify MPC is in shelf slot corresponding to datafill configuration. WAN Connection: Confirm that WAN facilities are in place and active (Cables connected to proper WAN ports, modems turned on, etc.). Test Facilities: Set local/remote loopbacks and send test data. 2. Verify all GUI functionality. Examples are shown below. A. Verify the following MDS GUI Configuration commands: Configure, Edit, and Delete a Switch. Configure, Edit, and Delete a Client. Configure Switches and clients per specifications. Verify Client filtering commands. Verify reformatting commands. Verify Topology Area is accurate. B. Verify the following MDS GUI Performance Manager commands: CPU Occupancy Tool. Buffer Occupancy Tool. C. Verify the following MDS GUI Fault Manager commands: System Status. Configuration of System Status Thresholds and Alarms. D. Verify the following MDS GUI System Security commands: Domain Maintenance. User Maintenance. Users can log in and access only configured domains. 3. Ensure MTX ability to transfer CDRs via two V.35 links, utilizing the AFT/MNP protocol. Note that if CDRs are being transferred to AMS, C-6 AFT/MNP must be used for CDR transfer. If TMS (see CBS Section below) transfer is needed AFT/MTP can be used, but AFT/MNP can be used for TMSs only if CDR transfer is not required. 4. Verify error recovery functions. AFT/MNP: Disable one of dual X.25 links and verify that CDRs continue to flow to MDS. Recover link and verify that next file begins using both links. Links: Disable both X.25 links. Recover links and verify that data transfer resumes at the point where it was disrupted. Hardware: Disable MDS circuit packs (e.g. Pull ACC card). Restore hardware and verify that transfer automatically restarts and no CDR data is lost. 5. Verify that all available clients can receive data. NOTE: Nortel cannot be responsible for Client availability unless the Client is supplied by Nortel. Once Acceptance activities have begun, they must be completed in a timely fashion, and Acceptance cannot be refused solely because non-Nortel clients are unavailable for verification. 6. Verify that the Client interface can recover in the event of a failure. NOTE: Nortel cannot be responsible for the recovery of a Client application unless it is supplied by Nortel. The intent of this test is to verify that the MDS interface (e.g. LAN connection) will recover. 7. Verify transfer audit functions. 8. Verify the following MDS GUI Operations commands: Start Processes. Terminate Processes. View Logs. Client Transfer Control. Queue Purge Functions. MTX to MDS Queue Transfer Status. 9. If 9-track tape option is present, verify the following MDS GUI Operations commands: Tape In/Tape Out and Export/Import Optionally. 10. If the 9-track tape option is present, verify the following MDS GUI tapeopr login commands: Tape In/Tape Out operations once configured by Security Manager. No other screens are available to tapeopr. C-7 11. If 9-tract tape is not available, verify that AMA files can be archived to Digital Audio Tape (DAT). Verify that the AMA files can be restored from DAT to the AMS file buffer for re-processing. ---------- ---------- Buyer Seller 2.0 ACCOUNTING COLLECTION SERVICES (ACS) TEST PLAN (REFER TO NTP 411-2141-525) 2.1 AREAS OF TEST (ACS) 2.1.1 ACS CLIENT Windows '95/3.1/Xterm. 2.1.2 CDR SEARCH 2.1.3 BASE PERFORMANCE User Domain Management of Client Station. Sybase Drivers. Threshold Parameters. 2.1.4 GUI PERFORMANCE Menu operation. 2.2 TEST CASES (ACS) 1. Verify DCDMON process is running. 2. Verify the following MDS GUI Configuration commands: Configure and edit Client application preferences. 3. Verify the following MDS GUI Performance Manager commands: CPY Occupancy Tool. Query Database Occupancy. 4. Verify the following MDS GUI Fault Manager commands: System Status. Configuration of System Status Thresholds and Alarms. 5. Verify search application configuration: SQLEDIT. SYBPING. C-8 6. Verify CDR search application: Customer Service search. Adhoc Reports. CDR Browsing. ---------- ---------- Buyer Seller 3. CDPD BILLING SERVICE (CBS) TEST PLAN 3.1 3.1 AREAS OF TEST (CBS) (REFER TO NTP 411-2141-524) CBS can be a standalone application or it can be included with AMS and/or other applications. If CBS is included with AMS, many of the tests below will have been performed in conjunction with AMS testing. 3.1.1 BASE PERFORMANCE Switch site datafill. UNIX site configuration. Threshold Parameters. 3.1.2 LINKS Confirm NT1X89BA configuration. Verify physical link connectivity. Verify interoffice facilities (from MTX to MDS). 3.1.3 RELIABLE DATA TRANSFER Single/Dual link. Abnormal Termination. Client. 3.1.4 GUI PERFORMANCE Menu operation. 3.2 TEST CASES (CBS) 1. Verify physical connectivity from MTX to MDS: NT1X89BA/BB: Verify cable is connected to correct port on MPC card. Verify MPS is in shelf slot corresponding to datafill configuration. Confirm all relevant Switch datafill. WAN Connection: Confirm that WAN facilities are in place and active (Cables connected to proper WAN ports, modems turned on, etc.). Test Facilities: Set remote loopbacks and send test data. C-9 2. Verify the following MDS GUI Configuration commands: Configure, Edit and Delete a Switch. Configure, Edit and Delete a Client. Configure Switches and Clients per specifications. Verify Topology Area is accurate. 3. Verify the follwing MDS GUI Performance Manager commands: CPU Occupancy Tool. Buffer Occupancy Tool. 4. Verify the follwing MDS GUI Fault Manager commands: System Status. Configuration of System Status Thresholds and Alarms. 5. Verify the following MDS GUI System Security commands: Domain Maintenance. User Maintenance. Users can log in and access only configured domains. 6. Ensure MTX ability to transfer Traffic Matrix Segment (TMS) blocks via a single X.25 link, utilizing the AFT/MTP process. Note that if CDRs are being transferred to AMS, AFT/MNP must be used for CDR transfer. If TMS block transfer is needed AFT/MTP can be used, but AFT/MNP can be used for TMSs only if CDR transfer is not required. AFT/MTP can support only a single link per switch for TMS transfer. 7. Verify error recovery functions: AFT/MNP: Disable X.25 link. Recover link and verify that TMS transfer resumes to MDS. Hardware: Disable MDS circuit packs (e.g. Pull ACC card). Restore hardware and verify that transfer automatically restarts and no TMS data is lost. 8. Verify that the CBS Client can receive data. 9. Verify that Client interface can recover in the event of a failure. NOTE: Nortel cannot be responsible for the recovery of a Client application unless it is supplied by Nortel. The intent of this test is to verify that the MDS interface (e.g. LAN connection) will recover. 10. Verify that TMS Tape Archive (TAR) files can be stored to Digital Audio Tape (DAT) for backup purposes, or for shipment to a billing C-10 center. Verify that the TAR file can be restored to the CBS buffer for re-processing. 11. Verify the following MDS GUI Operations commands: Start Processes. Terminate Processes. View Logs. Delete processed files from backup directory. MTX to MDS Queue Transfer Status. 12. If 9-track tape option is present, verify the following MDS GUI Operations commands: TapeIn and Import Optionally. 13. If the 9-track tape option is present, verify the following MDS GUI tapeopr login commands: TapeIn operations once configured by Security Manager. No other screens are available to tapeopr. ----------------- -------------- Buyer Seller Accepted: - --------------------------------- -------------- Buyer Date C-11 SCHEDULE C (CONTINUED) EXHIBIT C MDS SAMPLE PROJECT SCHEDULE Responsible Week Milestone Event Party - ---- --------------- ----------- 1 P.O accepted by Seller Both 2 Review the CI Document input with Buyer Seller 3 Review Site Prep Requirements with Buyer Seller 4 Engineer and Order Equipment Seller 5 Ship Documentation to Buyer Seller 5 Establish Equipment Receipt and Buyer Both Installation dates 10 Verify Site Prep has been completed (UPS, LAN, Both Power, Modem Line, Data Ckts to other sites, Client access [fraud, billing, etc.]) 12 Installation Start Seller 13 Adjunct Platform Acceptance complete Both C-12 AMENDMENT NO. 3 TO SUPPLY AGREEMENT BETWEEN DOBSON COMMUNICATIONS CORPORATION AND NORTHERN TELECOM INC. Made effective as of the 30th day of September, 1998, by and between Dobson Communications Corporation (hereinafter referred to as "Buyer"), an Oklahoma corporation with offices at 13439 North Broadway Extension, Suite 200, Oklahoma City, Oklahoma 73114 and Northern Telecom Inc. (hereinafter referred to as "Seller"), a Delaware corporation, with offices at 2435 N. Central Expressway, Richardson, Texas 75080. WHEREAS, Buyer and Seller entered into a Supply Agreement dated as of December 6, 1995, as amended (the "Agreement"); and, WHEREAS, Buyer and Seller now wish to amend the Agreement to include, among other things, an additional commitment to purchase by Buyer and new discounts applicable to fixture Equipment purchases, all as further described herein; NOW, THEREFORE, in consideration of the mutual covenants herein contained, Buyer and Seller agree to amend the Agreement as follows: 1. Lengthen the Extended Term of the Agreement by adding the words "and five (5) months" after the words "and ending four (4) years" in the definition of Extended Term under Section 1 (DEFINITIONS). 2. Increase Buyer's commitment to purchase during the Extended Term by amending Article 4 (PRICE), deleting the last sentence of Section 4.1 in its entirety and replacing it with the following: "Buyer understands that it has a firm obligation to purchase/license no less than $65 million net Price (i.e., Price inclusive of applicable discounts, but exclusive of sales tax) of Equipment and/or Software from Seller during the Extended Term ('Commitment')." 1 3. Amend Article 17 (CHANGES) by deleting the opening paragraph of Section 17.5 in its entirety and replacing it with the following: "Subject to Section 24.1 herein, for purchases during the Initial Term, Buyer understands and agrees that the execution of this Agreement constitutes a firm, noncancelable Purchase Order for the Initial Purchase set forth in Section 1.0 of Annex 1 and the training courses set forth in Section 4.0 of Annex 1. For purchases during the Extended Term, Buyer understands and agrees as follows: (a) that the execution of this Agreement constitutes a firm, non-cancelable Purchase Order for the initial purchase of Equipment and training for the Extended Term ('Extended Term initial Purchase'), as set forth in Section 1.0 of Annex 1A hereof; and, (b) that the execution of this Agreement constitutes a firm, non-cancelable Purchase Order for the purchase of the Extended Term Additional Equipment set forth in Section 2.0 of Annex 1A hereof ('Extended Term Additional Purchase'); provided, such non-cancelable Purchase Order for the Extended Term Additional Equipment for the New York-3 market, Pennsylvania-2 market and Sygnet 1999 Expansions set forth in Sections 2.2, 2.3 and 2.4 shall be subject to Buyer's merging with Sygnet Communications, Inc. during the Extended Term. Buyer shall give Seller written notice of such merger at such time as it is completed. For Purchase Orders for Equipment other than the Initial Purchase, Extended Term Initial Purchase and Extended Term Additional Purchase, upon written notification to Seller, Buyer may elect to cancel such Purchase Orders prior to shipment of Equipment in accordance with the following:" 4. Amend Annex 1A (EXTENDED TERM EQUIPMENT AND SERVICES PRICING) as follows: (a) Add a new Section 2.0 (EXTENDED TERM ADDITIONAL PURCHASE), as set out in Schedule A, attached hereto and incorporated herein; and, (b) Change the numbering and language of Annex 1A sections as follows: (i) Change Section 1.4 (P-3 TRADE-IN CREDITS) to a new Section 3.0; (ii) Change Section 2.0 (SOFTWARE RELEASE LICENSE FEE) to a new Section 4.0, conforming the numbering of all sections and subsections therein, and add the words "and Extended Term Additional Purchase" after the words "including the Extended Term Initial Purchase" in the parenthetical clause in the first sentence of a new Section 4.1; and, 2 (iii) Change Section 3.0 (DISCOUNTS) to a new Section 5.0, conforming the numbering of all sections therein. 5. Amend (newly numbered) Section 5.0 (DISCOUNTS) of Annex 1A as follows: (a) Add the words "Subject to Subsection 5.2.1 below," to the beginning of (new) Section 5.2; and, (b) Add new Subsection 5.2.1 as follows: "5.2.1 Following Buyer's purchase and Seller's delivery of the Extended Term Additional Purchase set out in Section 2.0 of Annex 1A, the following discounts and firm, fixed Prices shall replace the discounts set out in Section 5.2 above: (a) The following new discounts shall apply:
(b) Buyer may purchase TRU-III/SCLPA(s) or TRU-II/SCLPA(s) for the net Price per radio/amplifier unit (i.e., Price per radio/amplifier unit inclusive of discounts, but exclusive of sales tax) of $4,750." The exclusions described in Section 5.2, sub-parts (i), (ii) and (iii) above shall continue to apply." 6. Except as specifically modified by Amendments 1 through 3, the Agreement in all other respects shall continue in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be signed by their duly authorized representatives effective as of the date first set forth above. DOBSON COMMUNICATIONS NORTHERN TELECOM INC. CORPORATION By /s/ G Edward Evans By: /s/ Nancy J. White --------------------------- --------------------------- Name: G Edward Evans Name: /s/ Nancy J. White ------------------------ ------------------------- (Type/Print) (Type/Print) Title: President Title: V.P. and GM U.S. Region ----------------------- ------------------------ Date: 9/30/98 Date: 10/1/98 ------------------------ ------------------------- 3 SCHEDULE A TO AMENDMENT NO. 3 TO THE 12/20/95 SUPPLY AGREEMENT BETWEEN DOBSON COMMUNICATIONS CORPORATION AND NORTHERN TELECOM INC. ADDING NEW SECTION 2.0 TO ANNEX 1A 2.0 EXTENDED TERM ADDITIONAL PURCHASE The existing equipment credits (totaling $1.475 million) set out in Section 2.2 of this Annex 1 are granted to Buyer subject to Buyer's trading in, on or before March 31, 1999, all Ericsson radio and cell site hardware located at applicable sites in the New York-3 market identified in such Section 2.2 ("Ericsson Hardware). Prior to Turnover, Seller at its own expense shall de-install all Ericsson Hardware at such New York sites in accordance with the applicable project schedule and remove all such de-installed Ericsson Hardware. Buyer shall provide Seller reasonable access during normal business hours to allow such de-installation and removal. Title to such de-installed Ericsson Hardware shall pass to Seller upon de-installation. Buyer hereby represents that (i) the equipment is operational and in good condition, (ii) that Buyer will have the right to convey title to such Ericsson Hardware upon such de-installation by Seller, and (iii) that such title shall be good and marketable and free and clear of liens or encumbrances of any kind. 2.1 MARYLAND RSA-1 CELL SITE ADDITION 2.1.1 Switch Hardware
A-1 2.1.1.1 Switch E, F, & I
A-2 2.2 NEW YORK-3 SUPERNODE SWITCH AND CELL SITES 2.2.1 Switch Hardware