Amendment No. 3 to the General Purchase Agreement

Exhibit 10.4(d)

AMENDMENT NO. 3 TO GENERAL PURCHASE AGREEMENT

This Amendment No. 3 to General Purchase Agreement (“Amendment 3”) is made and entered into this 3rd day of December, 2007 (the “Amendment Date”), by and between Lucent Technologies Inc., a Delaware corporation having an office at 600 Mountain Avenue, Murray Hill, New Jersey 07974, and MetroPCS Wireless, Inc., a Delaware corporation having an office at 2250 Lakeside Boulevard, Richardson, Texas 75082.

RECITALS

     WHEREAS, Customer and Seller entered into that certain General Purchase Agreement effective as of June 6, 2005 (as amended, the “Agreement”);

     WHEREAS, Customer and Seller entered into an Amendment No. 1 to the Agreement, dated September 30, 2005; and

     WHEREAS, Customer and Seller entered into an Amendment No. 2 to the Agreement, dated November 10, 2005;

     WHEREAS, Customer was the high bidder in Auction 66 and subsequently was granted certain licenses by the FCC to provide AWS; and

     WHEREAS, Customer and Seller want to further amend the Agreement, all on the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Parties, intending to be legally bound, hereby agree to the foregoing and as follows:

1. INCORPORATION OF RECITALS; DEFINED TERMS. The foregoing recitals are hereby incorporated into this Amendment 3 and made a part hereof. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement.

2. AMENDMENTS.

     2.1 Table of Contents. The Table of Contents of the Agreement is amended as follows:

     (a) The following section reference is added immediately following “2.10 Acceptance”:

     2.11 Reductions in Power Consumption

     (b) The list of Attachments is deleted in its entirety and replaced with the following:

		Attachment A		PCS *** Pricing
		Attachment A-1		AWS *** Pricing
		Attachment B		Training
		Attachment C		PCS *** Pricing

***		Where this marking appears throughout this Exhibit 10.4(d), information has been omitted pursuant to a request for confidential treatment and such information has been filed with the SEC separately

		Attachment C-1		AWS *** Pricing
		Attachment D		RTSA and Sun MVM
		Attachment E		Responsibilities Matrix for System Engineering, Implementation, and Optimization Services
		Attachment F		Change Management Process
		Attachment G		Repair and Exchange Services
		Attachment H		Product Standard Intervals
		Attachment I		Cell Site Self-Install Agreement
		Attachment J		Services
		Attachment K		Co-Marketing
		Attachment L		Messaging
		Attachment M		Intelligent Network
		Attachment N		Metropolis® DMX/Managed Services Offer

     2.2 Section 1.1, Headings and Definitions. Section 1.1, Headings and Definitions, of the Agreement is amended through the alphabetical addition of the following defined terms:

“Amendment Date” means December 3, 2007.

“Amendment Term” shall have the meaning set forth in Section 1.2(a).

“Awarded AWS Licensed Areas” means the geographic areas encompassed within the following AWS licenses issued to Customer or its Affiliates in FCC Auction 66 for the construction and operation of an AWS system: (a) the D block AWS license for REA 001; (b) the C block AWS licenses for the following BEAs: 010, 057, 062, 088, 127, and 153; and (c) the portions of the D block AWS license for REA 006 that are in Nevada and California ***

“AWS” means advanced wireless services as authorized by the FCC in the frequency range of 1710 MHz to 1755 MHz and 2110 MHz to 2155 MHz.

“AWS CDMA System Products” means a collection of: (a) AWS CDMA products and software which comprise an AWS System used to provide AWS in the AWS frequency range which are used in switching, wireless access and transport of voice and data at AWS frequencies based on CDMA technology substantially similar to the Products and Software which are described in Sections 4(i), (ii), (iii) and (iv) of Attachments A-1 and C-1, and which are used and required in an integrated network solution; and (b) when generally available, those new, replacement or enhanced AWS CDMA products and software that become available during the Term which comprise an AWS System used to provide AWS in the AWS frequency range which are used in switching, wireless access and transport of voice and data at AWS frequencies based on CDMA technology substantially similar to the Products and Software described in Sections 4(i), (ii), (iii) and (iv) of Attachments A-1 and C-1, and which are used and required in an integrated network solution. Notwithstanding any contrary terms in the foregoing, “AWS CDMA System Products” does not include Excluded Products.

“AWS-First Dual Band Market” means those geographic areas (Markets or Licensed Areas) in which, now or in the future, Customer: (a) first holds an AWS license; and (b)

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subsequently acquires a PCS license. As of the Amendment Date, there are no AWS-First Dual Band Markets.

“AWS Licensed Area” means the geographic area for which the FCC has issued to Customer a license to construct and operate an AWS system.

“AWS Market” means an AWS Licensed Area, or area within an AWS Licensed Area, or combination of AWS Licensed Areas and areas within AWS Licensed Areas, as designated by Customer for AWS, but specifically excluding Dual Band Markets.

“AWS System” means a collection of Products and Software to be deployed and operated by Customer, an Affiliate or a Designated Entity to provide AWS in the AWS frequency range in an AWS Licensed Area.

“BEA” means basic economic area as defined by the FCC.

“Committed Features and Functions” shall have the meaning set forth in Section 1.10(e)(ii).

“Dual Band Market” means a PCS-First Dual Band Market and/or an AWS-First Dual Band Market, as applicable.

“Excluded Products” means: (x) site material, cabling ancillary to base station replacement, antennae, batteries, picocells, repeaters, femtocells, femtocell interfaces (meaning software and hardware required to achieve an interface between the femtocell and Seller Products and/or Software), media gateways, customer premises equipment, any products or software in Customer’s network that are not directly involved in the high power radio frequency transmission, circuit switching, or switching of the type performed by the Flexent packet switches identified in Attachments A, A-1, C and C-1 as of the Amendment Date, of telecommunications traffic, and any Vendor Items; and (y) any products or software: (a) that are not listed in, or for which Seller has not provided to Customer pricing in, Attachments A or A-1 as of the Amendment Date; and (b)(i) that are not new, replacement, or enhanced PCS CDMA products and software that become generally available after the Amendment Date and that meet the definition of PCS CDMA System Products under subsection (b) of the “PCS CDMA System Products” definition; or (ii) that are not new, replacement, or enhanced AWS CDMA products and software that become generally available after the Amendment Date and that meet the definition of AWS CDMA System Products under subsection (b) of the “AWS CDMA System Products” definition.

“Initial Expiration Date” shall have the meaning set forth in Section 1.2(a).

“IPBH” means internet protocol backhaul.

“New PCS Market” means: (a) those PCS Markets and PCS-First Dual Band Markets that qualify as such under the terms of Attachment A, Section 2, or Attachment C, Section 2; and (b) a PCS Market or PCS-First Dual Band Market where Customer has not previously (before the Amendment Date) provided PCS and where Customer deploys a PCS System that is placed into In-Revenue Service.

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“PCS-First Dual Band Market” means those geographic areas (Markets or Licensed Areas) in which, now or in the future, Customer: (a) first holds a PCS license; and (b) holds both a PCS license and an AWS license. As of the Amendment Date, the PCS-First Dual Band Markets are:

PCS-FIRST DUAL BAND MARKETS

BTA Name		BTA Name		BTA Name
79 Chico		262 Los Angeles		101 Dallas*
291 Merced		28 Bakersfield		418 Sherman**
303 Modesto		397 Salinas/Monterey		112 Detroit
389 Sacramento		404 SF/Oakland
434 Stockton		134 Eureka
485 Yuba City
371 Redding

“PCS Licensed Area” means one of the major trading areas in frequency blocks A and B or one of the basic trading areas in frequency blocks C, D, E, or F, for which the FCC has issued to Customer a license to construct and operate a PCS system.

“PCS Market” means a PCS Licensed Area, or area within a PCS Licensed Area, or combination of PCS Licensed Areas and areas within PCS Licensed Areas, as designated by Customer for PCS, but specifically excluding Dual Band Markets.

“REA” means regional economic area as defined by the FCC.

“Release” shall have the meaning set forth in Section 1.10(e)(i).

“Release Notice” shall have the meaning set forth in Section 1.10(e)(ii).

“RTU License” shall have the meaning set forth in Section 3.2(d).

“TrFO” means transcoder free operation.

     2.3 Section 1.1, Headings and Definitions. Each of the following defined terms in Section 1.1, Headings and Definitions, of the Agreement is deleted in its entirety and replaced with the corresponding defined term set forth below:

“Backwards Compatible” means, with respect to Software, the ability of a new Major Release, Software Update, or Software Upgrade (as defined in Attachment D) to function with the immediately preceding Major Release, Software Update, or Software Upgrade, as the case may be, in accordance with their respective Specifications, and with all existing In-Revenue Service Seller Manufactured Products (only to the extent that such Software has been designed to function with such Seller Manufactured Products) already installed or already ordered from Seller to be installed in the relevant PCS System or AWS System.

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***
“Delivery Date”, “Delivery” or similar derivations thereof means the actual date on which: (a) as to Products, Licensed Materials or other items furnished to Customer under this Agreement where Seller will be installing such Products, Licensed Materials or other items: (i) the Products, Licensed Materials or other items are physically delivered to the Customer premises or Site where such Products, Licensed Materials or other items are to be installed or such Services are to be performed; and (ii) the Customer-designated recipient has signed off on the same; or (b) as to Products, Licensed Materials or other items furnished to Customer under this Agreement where Seller will not be installing such Products, Licensed Materials or other items: (i) the Products, Licensed Materials or other items are physically delivered to the Customer-designated final destination established in the applicable Purchase Order (irrespective of whether delivered in the interim to a Seller staging center); and (ii) the Customer-designated recipient has signed off on the same.

“Existing Market” shall mean a PCS Market which is listed in or defined as an Existing Market in Attachment A or C, as appropriate.

“In-Revenue Service” means use of a Product or any part thereof for commercial service, whether or not revenue is actually being generated.

“Licensed Area” means a PCS Licensed Area or an AWS Licensed Area, as applicable.

“Market” shall mean a PCS Market, an AWS Market or a Dual-Band Market, as applicable.

“New Market” means a New PCS Market, an AWS Market or an AWS-First Dual Band Market, as applicable.

“PCS CDMA System Products” means a collection of: (a) PCS CDMA products and software which comprise a PCS System used to provide PCS in the PCS frequency range which are used in switching, wireless access and transport of voice and data at PCS frequencies based on CDMA technology substantially similar to the Products and Software which are described in Attachments A and C, Sections 4A(i)(ii)(iii) and 4B(i)(ii)(iii)(iv)(v)(vi)(viib), and which are used and required in an integrated network solution, and (b) when generally available, those new, replacement or enhanced PCS CDMA products and software that become available during the Term which comprise a PCS System used to provide PCS in the PCS frequency range which are used in switching, wireless access and transport of voice and data at PCS frequencies based on CDMA technology substantially similar to the Products and Software described in Attachments A and C, Sections 4A(i)(ii)(iii) and 4B(i)(ii)(iii)(iv)(v)(vi)(viib), and which are used and required in an

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integrated network solution. Notwithstanding any contrary terms in the foregoing, “PCS CDMA System Products” does not include Excluded Products.

“PCS System” means a collection of Products and Software to be deployed and operated by Customer, an Affiliate or a Designated Entity to provide PCS in the PCS frequency range in a PCS Licensed Area.

“Remote Technical Support” and “RTS” mean the optional support Services described in Attachment D.

“Site” shall mean the land and/or buildings owned or leased by Customer, one of its Affiliates or any Designated Entity for which all or any portion of a PCS System or an AWS System is or will be located.

“Software” means a computer program consisting of a set of logical instructions and tables of information which guide the functioning of a processor; such program may be contained in any medium whatsoever, including hardware containing a pattern of bits representing such program, but the term “Software” does not mean or include such medium. The Software described in this Agreement is the current version available for commercial customers and generally provided by Seller in connection with the Products referenced herein. “Software” shall include any Major Release, Software Update, Software Upgrade, Craft, Point Release, Standard Base Software Release and Retrofit, all as and to the extent defined in Attachment D, which may be provided by Seller to Customer from time to time.

“Standard Interval” means the elapsed time, as specified in Attachment H, between the date of a Customer request for quote preparation of a Product, Licensed Material, and/or associated Service, and: (a) if not installed by Seller, the Delivery Date for such Product or Licensed Material; or (b) if installed by Seller, the Installation Completion Date for such Product or Licensed Material.

     2.4 Section 1.2(a), Initial Term. The first sentence of Section 1.2(a), Initial Term, of the Agreement is deleted in its entirety and replaced with the following:

This Agreement shall be effective on the Effective Date and, except as otherwise provided herein, shall continue in effect until the earlier of: (a) December 31, 2011; or (b)*** (such date, the “Initial Expiration Date”; such term, the “Initial Term”; and the term of this Agreement from the Amendment Date to the Initial Expiration Date, the “Amendment Term”).

     2.5 Section 1.2(b), Renewal Terms. Section 1.2(b), Renewal Terms, of the Agreement is amended as follows:

     (a) Each reference to “Attachment A” is deleted and replaced with “Attachments A and A-1”.

     (b) Each reference to “Attachment C” is deleted and replaced with “Attachments C and C-1”.

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     2.6 Section 1.3(c), Scope of the Initial Project. Section 1.3(c), Scope of the Initial Project, of the Agreement is amended as follows:

     (a) The first paragraph (preceding, but not including, the table) is deleted in its entirety and replaced with the following:

(i) PCS. Seller and Customer acknowledge that the following represents generally the schedule of work to be performed hereunder to deploy, maintain and/or upgrade PCS CDMA System Products in the identified PCS Markets. As soon as practicable, the Parties shall jointly develop detailed project plans and delivery and installation schedules consistent with the proposed schedule. The project plan will contain the responsibilities of both Parties. ***

     (b) The following new subsections (ii), (iii) and (iv) are added immediately following subsection (i) (and the table that is part of subsection (i)):

(ii) AWS. Seller and Customer acknowledge that the following represents generally the schedule of work to be performed hereunder to deploy AWS Systems in the Awarded AWS Licensed Areas. As soon as practicable, the Parties shall jointly develop detailed project plans and delivery and installation schedules consistent with the proposed schedule. The project plan will contain the responsibilities of both Parties. ***

Market		Infrastructure Ready*
***		***

***

(iii) ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

     (iv) Product Restrictions. Except under the circumstances described below in this Section, Customer agrees that it will not *** Further, Customer agrees that Products purchased ***. Notwithstanding the foregoing, during a Force Majeure event or other mutually agreed extraordinary circumstance, Customer shall have the right to *** purchased under the terms of Attachment*** in order to effectively restore service to Customer’s network within the affected PCS Market(s). ***

Not more often than *** and upon reasonable prior written notice to Customer, Seller may, at Seller’s expense, perform system audits of Customer’s PCS Systems and AWS Systems utilizing PCS CDMA System Products or AWS CDMA System Products during normal business hours (which audits shall not interfere with Customer’s day-to-day operations or delivery of service to its customers). If the audit results show that Customer has *** purchased under the terms of Attachment *** or has *** circuit packs purchased under the terms of Attachment *** in contravention of the preceding paragraph, then Seller shall provide such audit results to, and review such audit results with, Customer. If any such audit reflects material transfers of *** in contravention of the restrictions set forth in this Section, subject to Customer’s right to dispute such findings under the terms of Section 1.35, as its sole and exclusive remedy, Seller may invoice Customer for, and Customer shall be obligated to pay to Seller, ***, and, provided Customer makes such payment when due, such breach will not be deemed a Customer Event of Default.

     2.7 Section 1.4(a), Entitlement to Discounts/General. Section 1.4(a), Entitlement to Discounts/General, of the Agreement is amended as follows:

(a) The first sentence is deleted in its entirety and replaced with the following:

Attachments A and C reflect the prices applicable to Customer following the application of discounts to Seller’s standard prices for Seller’s PCS Products, Licensed

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Materials and Services, and Attachments A-1 and C-1 reflect the prices applicable to Customer following the application of discounts to Seller’s standard prices for Seller’s AWS Products, Licensed Materials and Services.

(b) The last sentence is deleted in its entirety and replaced with the following:

Attachments A, A-1, C and C-1 may be modified from time to time by mutual written agreement of the Parties.

     2.8 Section 1.4(b), Exclusivity. Section 1.4(b), Exclusivity, is deleted in its entirety and replaced with the following:

Subject to the further terms of this Agreement including, without limitation, the further terms of this Section, Customer’s right to receive the prices, discounts and incentives set forth in: (i) Attachment A are conditional upon Customer’s purchasing exclusively from Seller Customer’s requirements for PCS CDMA System Products for all of the PCS Licensed Areas licensed to Customer as of the Effective Date hereof and for any additional PCS Licensed Areas acquired by Customer during the Initial Term (and during any Renewal Term for which Customer elects to continue purchasing under Attachment A, as set forth in Section 1.2(b)); and (ii) Attachment A-1 are conditional upon Customer’s purchasing exclusively from Seller Customer’s requirements for AWS CDMA System Products for all of the Awarded AWS Licensed Areas. Except as expressly set forth in Attachments A or A-1, and for the avoidance of doubt, the prices, discounts and incentives for any Products and Licensed Materials that do not constitute PCS CDMA System Products or AWS CDMA System Products shall not require Customer to purchase such Products and Licensed Materials exclusively from Seller.

If any of the following events occur, then Customer will be relieved from the above-described exclusivity obligations as specifically set forth below:

	(i)		If Customer *** , Customer shall be relieved from the exclusivity provisions of this Section ***
	(ii)		If Customer is relieved of the above-described exclusivity provision under Section 1.6(a), the prices, discounts and incentives set forth in Attachments A and A-1 will apply to any and all subsequently placed Purchase Orders.

(iii)

If Customer is relieved of the above-described exclusivity provision under Section 1.6(b), the prices, discounts and incentives set forth in Attachments C and C-1 will apply to any and all subsequently placed Purchase Orders.

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	(iv)		Under Section 1.26(b), if Customer has the right to cancel Purchase Orders and/or contract with another supplier for any products, licensed materials or services that Seller cannot supply or perform because of a Force Majeure, then to the extent they otherwise would be applicable, Customer will be relieved of its exclusivity obligations under this Section for so long as the Force Majeure prevents Seller from performing. *** If and when *** , Customer shall resume purchasing PCS CDMA System Products and AWS CDMA System Products exclusively from Seller as provided in this Section in any PCS Licensed Area and/or Awarded AWS Licensed Area where ***
	(v)		If Customer is permitted to purchase replacement products for a Discontinued Product from other suppliers as set forth in Sections 1.19(f), 2.2, 2.5 or 3.4, then Customer will be relieved of the above-described exclusivity provisions as provided in Sections 1.19(f), 2.2, 2.5 or 3.4, as applicable. If Customer subsequently orders from Seller the Discontinued Product or the other Products and Software that are an integral part of the Discontinued Product’s operation, the prices set forth in Attachments C and C-1 will apply to such purchases.

(vi)

***

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     Except when Customer is relieved of exclusivity pursuant to clauses (i) through (vi) above (but only to the extent relieved of exclusivity as provided above), if Customer has elected to purchase PCS CDMA System Products in the PCS Licensed Areas and AWS CDMA System Products in the Awarded AWS Licensed Areas exclusively from Seller during the Initial Term or any Renewal Term as described above in this Section, and Customer ceases to purchase PCS CDMA System Products from Seller in the PCS Licensed Areas and AWS CDMA System Products from Seller in the Awarded AWS Licensed Areas exclusively during such Term (for the avoidance of doubt, Customer will not have ceased purchasing in accordance with this Section to the extent Customer is relieved of exclusivity in accordance with the terms set forth in this Section), then: (i) Customer will no longer be entitled to the pricing set forth in Attachments A and A-1 and the pricing set forth in Attachments C and C-1 will apply to all of Customer’s purchases; (ii) *** (iii) *** Such payment and repayment pursuant to the preceding sentence shall constitute Seller’s sole and exclusive remedy for Customer’s conversion from purchasing: (iv) PCS CDMA System Products in the PCS Licensed Areas exclusively from Seller pursuant to Attachment A to Customer purchasing PCS CDMA System Products non-exclusively from Seller pursuant to Attachment C; or (v) AWS CDMA System Products in the Awarded AWS Licensed Areas exclusively from Seller

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pursuant to Attachment A-1 to Customer purchasing AWS CDMA System Products non-exclusively from Seller pursuant to Attachment C-1, and upon satisfaction of the requirements set forth in subsections (ii) and (iii) above, Customer will be deemed to have met its obligation, and such purchase conversion by Customer shall not constitute a breach hereunder. Notwithstanding anything contained herein to the contrary, and for the avoidance or doubt, if Customer elects during a Renewal Term to purchase PCS CDMA System Products in the PCS Licensed Areas or AWS CDMA System Products in the Awarded AWS Licensed Areas from Seller non-exclusively pursuant to Attachments C and

C-1, Customer shall not be required to make any payment or re-payment to Seller as described in clauses (ii) and (iii) above.

Notwithstanding anything to the contrary in the Agreement or any Attachment, Customer shall have the right to purchase or license the Products, Licensed Materials and/or Services set forth on Attachments B, I, J, L and N at the prices (including, without limitation, all discounts, credits and incentives) and terms set forth in the applicable Attachment, irrespective of whether Customer fails to purchase or license the PCS CDMA System Products in the PCS Licensed Areas and AWS CDMA System Products in the Awarded AWS Licensed Areas exclusively from Seller.

     2.9 Section 1.6(a), Orders/General. Section 1.6(a), Orders/General, of the Agreement is amended as follows:

     (a) The fourth sentence in the third paragraph is deleted in its entirety and replaced with the following:

Electronic Purchase Orders shall be subject to the Purchase Order acceptance procedures under this Section.

(b) The seventh paragraph is deleted in its entirety and replaced with the following:

Notwithstanding anything to the contrary in this Agreement or any Attachment, Customer is not required and/or obligated to purchase or license any Product, Software, Licensed Material, PCS CDMA System Product, AWS CDMA System Product, PCS System, AWS System, Information, Related Documentation, Service, Know-How or any other product or service from Lucent under this Agreement except as set forth in a duly authorized, accepted Purchase Order.

     2.10 ***

     2.11 Section 1.6(c), Purchase Order Communications. Section 1.6(c), Purchase Order Communications, of the Agreement is deleted in its entirety and replaced with the following:

(c) Purchase Order Communications. Notwithstanding communications and notices addresses as set forth in Section 1.22, the Parties will route all communications relating to Purchase Orders as follows:

To Seller:

Alcatel-Lucent
***
Sales Support — Order Entry
8-2N-160F
800 North Point Parkway
Alpharetta, GA 30005
***
***
***

Alcatel-Lucent
***
***
***
***
***

To Customer:

MetroPCS Wireless, Inc.
2250 Lakeside Boulevard
Richardson, Texas 75082-4304
Attn.: Senior Vice President and Chief Financial Officer
***

     2.12 Section 1.7(a), Customer-Initiated Changes/General. Section 1.7(a), Customer-Initiated Changes/General, of the Agreement is amended by adding “or AWS System” following “PCS System” in the last sentence.

     2.13 Section 1.8(a), Seller-Initiated Changes/General. Section 1.8(a), Seller-Initiated Changes/General, of the Agreement is amended by adding “or AWS System” following “PCS System” in the last sentence.

     2.14 Section 1.9(a), Prices/General. Section 1.9(a), Prices/General, of the Agreement is deleted in its entirety and replaced with the following:

(a) General. Prices, fees, and charges (hereinafter “prices”) shall be as set forth in Seller’s Customer Price Lists, firm price quotations, specific agreements, or other prices submitted by Seller to Customer, as modified by and subject to the applicable terms of any Attachment to this Agreement that includes pricing information including, without limitation, Attachments A, A-1, C, C-1, J and N. The discounts and incentives referenced in Attachments A, A-1, C and C-1 will remain in effect for the Term of the Agreement in accordance with the other terms and conditions thereof.

2.15 ***

(i) ***

2.16 ***

(a) ***

(b) ***

2.17 ***

     2.18 Section 1.10(e), Delivery of New Features and Functions. The following new Section 1.10(e), Delivery of New Features and Functions, is added to the Agreement immediately following Section 1.10(d), Allocation of Payments:

(e)(i) Delivery of New Features and Functions. Seller typically announces new features and functions that it anticipates including in the next *** of its products and/or software (each, a “Release”) via Seller’s “CDMA Network Release Planning Letter” that it issues with each Release which describes ***. Once a CDMA Network Release Planning Letter has been issued with respect to a particular product or

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software Release, Customer shall have the right to request a quote from Seller for the product or software Release that includes such features and functions, and Seller shall: (A) *** (B) ***; (C) *** (D) ***. If, following receipt of such a quote (i.e., price and availability) from Seller, Customer issues a Purchase Order to Seller for such Release, the terms of Section 1.6 shall govern the processing and acceptance of such Purchase Order.

(ii) If, in accordance with the terms of Section 1.6, Seller accepts, or is deemed to have accepted, a Purchase Order issued by Customer under the terms of this Section or Customer has purchased BRSS and has given Seller written notice of its intention to take delivery of selected critical features or functions (the selection of which Customer shall have discussed with Seller in advance) that are scheduled for inclusion in a Release (“Release Notice”), the selected critical features and functions included in the applicable Release shall constitute “Committed Features and Functions”. Seller shall Deliver the Committed Features and Functions: (A) included in an accepted Purchase Order within *** of the Customer-requested Delivery Date specified in the applicable accepted Purchase Order; or (B) identified in a Release Notice within *** of Seller’s first announced scheduled availability date for the applicable Release. If Seller fails to Deliver the Committed Features and Functions within the applicable time frame, then Customer may: (C) ***; and/or (D) ***. If Seller fails to Deliver the Committed Features and Functions within the applicable time frame, then Customer may elect: (E) ***; or (F) ***; or (G) ***.

(iii) Notwithstanding anything that may be contained herein to the contrary, the new features and functions selected for *** and *** that shall constitute Committed Features and Functions for purposes of this Section, and the guaranteed availability dates for such Committed Features and Functions, are contained in the following table, and there is no requirement that Seller have issued to Customer a quote, or Customer have issued to Seller a Purchase Order or Release Notice, for such features and functions.

Committed Features and Functions List

		Guaranteed
AWS Model		Availability Date		Release
***		***		***
***		***		***
***		***		***
***		***		***

		Guaranteed
Feature		Availability Date		Release
***		***		***
***		***		***

     2.19 Section 1.11(a), Site Preparation. Section 1.11(a), Site Preparation, of the Agreement is deleted in its entirety and replaced with the following:

(a) Site Preparation. Customer shall notify Seller when the Site(s) for the Products described in any Purchase Order are ready for installation and Customer’s responsibilities under Article IV relating to such Site(s) have been performed or furnished by the date mutually agreed to by the Parties. Such date shall be determined by the Parties prior to Purchase Order acceptance. Seller shall have access to such Site(s) on and after the date of Seller’s receipt of such notification (the “Start Date”).

     2.20 Section 1.14(a), Title and Risk of Loss/General. The first sentence of Section 1.14(a), Title and Risk of Loss/General, of the Agreement is deleted in its entirety and replaced with the following:

Title to a Product, and risk of loss and damage to a Product, Licensed Material, or other item furnished to Customer under this Agreement, shall pass from Seller to Customer upon Delivery.

2.21 ***

     2.22 Section 1.20(a), Infringement Claims. Subsection (1) of Section 1.20(a), Infringement Claims, of the Agreement is deleted in its entirety and replaced with the following:

(1) the Use, purchase, offer to sell, reproduction, and/or sale, all of the foregoing in accordance with this Agreement by, or the exercise of any rights granted by Seller hereunder to, Customer, its Affiliates, Designated Entities, their customers and/or Authorized Users of any***

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Products, Software, Licensed Materials, Information, Know-How and/or Specifications; and/or

     2.23 Section 1.21(c), Permitted Disclosures. Section 1.21(c), Permitted Disclosures, of the Agreement is amended as follows:

     (a) In the first paragraph, “(other than pursuant to clause (iv) below)” is added immediately following “to the extent the disclosure will be made to any third party”.

     (b) In Subsection (ii), “or AWS Systems” is added immediately following “transfer of the PCS Systems”.

     2.24 Section 1.22, Notices. The contact information for notice recipients in Section 1.22, Notices, of the Agreement is deleted in its entirety and replaced with the following:

		To Seller:		Alcatel-Lucent
				1 Marigold Court
				Lumberton, New Jersey 08048
				*** ***
		Copy To:		Alcatel-Lucent
				2400 Dallas Parkway, Suite 505
				Plano, Texas 75093
				*** ***

		To Customer:		MetroPCS Wireless, Inc.
				2250 Lakeside Boulevard
				Richardson, Texas 75082-4304
				*** ***
		Copy To:		MetroPCS Wireless, Inc.
				2250 Lakeside Boulevard
				Richardson, Texas 75082-4304
				*** ***

     2.25 Section 1.27(d), Customer’s Collateral Assignment. Section 1.27(d), Customer’s Collateral Assignment, is deleted in its entirety and replaced with the following:

Without Seller’s consent, Customer shall have the right to collaterally assign its rights hereunder for security purposes (including, without limitation, all licenses with respect to the Licensed Materials) to any or all lenders providing financing to Customer, provided that such assignment does not amend or modify any of Customer’s obligations hereunder or any of Seller’s rights or obligations under this Agreement.

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

2.26 ***

     2.27 Section 1.37, Financing Requirements. The first two sentences of Section 1.37, Financing Requirements, of the Agreement are deleted in their entirety and replaced with the following:

Seller acknowledges that the attainment of financing by Customer may be subject to conditions that are customary and appropriate for the providers of such financing. Therefore, Seller agrees to promptly consider any reasonable amendment to or modification or assignment of this Agreement required by such providers (including, without limitation, any pertinent industrial development authority or other similar governmental agency issuing bonds for financing of a PCS System or AWS System) which do not modify the scope of Seller’s work or Seller’s rights or obligations hereunder.

     2.28 Section 1.38(g)(iii), Non-Responsibility Notice. Section 1.38(g)(iii), Non-Responsibility Notice, of the Agreement is deleted in its entirety and replaced with the following:

(iii) Non-Responsibility Notice. Customer reserves the right to post or place on and/or within its premises, Sites, PCS Systems and/or AWS Systems notices of non-responsibility, or to do any other act required by Applicable Law, to exempt Customer, its premises, Sites, PCS Systems and AWS Systems from any liability to third parties by reason of any Services or improvements to be performed or furnished by Seller hereunder; provided that failure by Customer to do so will not release or discharge Seller from any of its obligations hereunder.

     2.29 Section 1.40(c), Removal of Subcontractors. Section 1.40(c), Removal of Subcontractors, of the Agreement is deleted in its entirety and replaced with the following:

(c) Removal of Subcontractors. Customer has the right at any time to request removal of a Subcontractor and/or any of a Subcontractor’s personnel from work on Customer’s Sites, premises, PCS Systems or AWS Systems upon reasonable grounds and reasonable prior notice to Seller. Seller shall remove such Subcontractor and/or Subcontractor’s personnel upon such notice and shall use its best commercially reasonable efforts to replace such removed Subcontractor and/or any of Subcontractor’s personnel without causing any delay on any work on a PCS System or AWS System; provided, however, that to the extent that Seller uses its best commercially reasonable efforts to replace such removed Subcontractor and/or any of Subcontractor’s personnel, Seller shall not be responsible for any delay on any work on Customer’s Sites, premises, PCS Systems or AWS Systems. Such request shall be in writing and, upon receipt of such request.

     2.30 Section 2.4(a), Applicable Laws. The first two sentences of Section 2.4(a), Applicable Laws, of the Agreement are deleted in their entirety and replaced with the following:

Seller represents and warrants to Customer that all Products (excluding Discontinued Products after the applicable discontinuation notice period has expired) furnished hereunder are and shall continue to comply with all Applicable Laws including, without limitation, the requirements of Part 24 of the FCC’s Rules and Regulations pertaining to personal communications services in effect upon Delivery of such Products. Seller represents and warrants to Customer that all Products (excluding Discontinued Products after the applicable discontinuation notice period has expired) furnished hereunder are and shall continue to comply with all Applicable Laws including, without limitation, the requirements of Part 27 of the FCC’s Rules and Regulations pertaining to advanced wireless services in effect upon Delivery of such Products. In addition, Seller represents and

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

warrants to Customer that all Products (excluding Discontinued Products after the applicable discontinuation notice period has expired) furnished hereunder are and shall continue to comply with the requirements of Subpart J of Part 15 of the FCC’s Rules and Regulations in effect upon Delivery of the applicable Product, including those sections concerning the labeling of such Product and the suppression of radio frequency and electromagnetic radiation to specified levels.

     2.31 Section 2.8, Customer Technical Support. Section 2.8, Customer Technical Support, of the Agreement is deleted in its entirety and replaced with the following:

Upon Customer’s request, Seller shall provide Customer Technical Support for the PCS Systems and AWS Systems through the Remote Technical Support Program (“RTS Program”) described in Attachment D. The RTS Program provides diagnostic center support, performance measurement and system engineering services at the prices, terms and conditions for such services set forth in Attachments D and J. Special, unusual or customized services may be billable, depending upon the nature of the request. When accessing Customer’s PCS Systems or AWS Systems, Seller will follow Customer’s internal rules relating to access and control of access which Customer has adopted to comply with the Sarbanes-Oxley Act and related federal regulations. Customer will provide Seller with a copy of such rules and any and all updates that Customer adopts from time to time.

     2.32 Section 2.9(b), Warranty Periods. Section 2.9(b), Warranty Periods, of the Agreement is amended as follows:

     (a) In the second row of the table, “or AWS” is added immediately following “PCS”.

     (b) The last paragraph is deleted in its entirety and replaced with the following:

Notwithstanding anything in this Agreement to the contrary, if Customer uses any part of any Product for In-Revenue Service, or to provide training or hands-on experience to Customer’s personnel, the applicable Warranty Period shall commence.

     2.33 Section 2.9(g), Ownership of Defective Products and Parts. Section 2.9(g), Ownership of Defective Products and Parts, is amended by deleting “In Revenue Service” and replacing it with “In-Revenue Service”.

     2.34 Section 2.10, Acceptance. Section 2.10, Acceptance, of the Agreement is amended by deleting the two references to “In Revenue Service” and replacing them with “In-Revenue Service”.

2.35 ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

2.11 ***

2.36 ***

(d) ***

     2.37 Section 3.5(b)(i), Applicable Laws. The first two sentences of Section 3.5(b)(i), Applicable Laws, of the Agreement are deleted in their entirety and replaced with the following:

Seller represents and warrants to Customer that all Software furnished hereunder is and shall continue to comply with all Applicable Laws including, without limitation, the requirements of Part 24 of the FCC’s Rules and Regulations pertaining to personal communications services in effect upon Delivery of such Software. Seller represents and warrants to Customer that all Software furnished hereunder is and shall continue to comply with all Applicable Laws including, without limitation, the requirements of Part 27 of the FCC’s Rules and Regulations pertaining to advanced wireless services in effect upon Delivery of such Software. In addition, Seller represents and warrants to Customer that all Software furnished hereunder is and shall continue to comply with the requirements of Subpart J of Part 15 of the FCC’s Rules and Regulations in effect upon Delivery of the applicable Software, including those sections concerning the labeling of such Software and the suppression of radio frequency and electromagnetic radiation to specified levels.

     2.38 Section 3.8(b), Warranty Periods. Section 3.8(b), Warranty Periods, of the Agreement is amended as follows:

     (a) In the second row of the table, “or AWS” is added immediately following “PCS”.

(b) The last paragraph is deleted in its entirety and replaced with the following:

The Warranty Period for media and Related Documentation shall commence on the same date as the Warranty Period for their associated Software. The Warranty Period for PCS or AWS MSC and base station Software (including any prior Software Update issued to Customer in respect thereto) expires upon installation of any subsequent Software Update or Major Release for such Software (or Software Update) provided to Customer through Seller’s BRSS Program described in Attachment D.

     2.39 Section 4.2, Acceptance of Installation. The first two sentences of the second paragraph of Section 4.2, Acceptance of Installation, of the Agreement are deleted in their entirety and replaced with the following:

When Seller has finished installing a Product, Licensed Material, PCS System or AWS System in accordance with the relevant provisions of Attachment E, Attachment J, Attachment L, Attachment M, Attachment N or other written statement of work agreed by the Parties (“Installation Completion”), Seller shall notify Customer of Installation Completion. Upon receipt of Seller’s notice, and provided Customer has notified Seller at the commencement of installation of Customer’s intent to conduct Acceptance Tests, Customer may test and review the installed Product, Licensed Material, PCS System or AWS System and all related Services to determine if they have been performed, in Customer’s reasonable satisfaction, in accordance with the relevant Attachment and/or statement of work.

     2.40 Section 4.4, Conditions of Installation and Other Services Performed on Customer’s Site. The “Items Provided by Customer” portion of Section 4.4, Conditions of Installation and Other Services Performed on Customer’s Site, of the Agreement is amended as follows:

     (a) The subsection captioned “Regulatory Commission Approvals” is amended by: (i) deleting “Federal Communications Commission” and replacing it with “FCC”; and (ii) adding “or AWS System” immediately following “PCS System”.

     (b) The subsection captioned “General Building Conditions” is amended by adding “or AWS” immediately following “PCS”.

     (c) Section (a) of the subsection captioned “General Building Conditions” is amended by deleting the two references to “PCS”.

     (d) The subsection captioned “PCS System Utility Requirements” is amended by: (i) deleting “PCS System” in the caption; and (ii) adding “or AWS System” immediately following each of the three references to “PCS System”.

     (e) The subsection captioned “Watch Services” is amended by: (i) deleting “For PCS,” in the first sentence; and (ii) capitalizing the “p” in “provide” in the first sentence.

     2.41 Section 5.1, Entire Agreement. Section 5.1, Entire Agreement, of the Agreement is amended by deleting “Attachments A through M” and replacing it with “Attachments A through N”.

     2.42 Attachment A, ***Pricing. Attachment A, *** Pricing, of the Agreement is amended as follows:

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

(a) ***

(b) ***

(c)***

(d)***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

(e) ***

(f) ***

J. ***

(g) ***

(h) ***

(i) ***

     2.43 Attachment A-1, AWS *** Pricing. A new Attachment A-1, AWS *** Pricing, the form of which is attached hereto as Schedule 1, is added to the Agreement immediately following Attachment A, PCS *** Pricing.

     2.44 Attachment C, *** Pricing. Attachment C, *** Pricing, of the Agreement is amended as follows:

     (a) The caption of the Attachment is deleted in its entirety and replaced with “PCS *** Pricing”.

(b) ***

(c) ***

(d) ***

     2.45 Attachment C-1, AWS *** Pricing. A new Attachment C-1, AWS ***Pricing, the form of which is attached hereto as Schedule 2, is added to the Agreement immediately following Attachment C, PCS *** Pricing.

     2.46 Attachment D, Remote Technical Support Advantage (RTSA) and Multivendor Maintenance Service for Sun Products (Sun MVM). Attachment D, Remote Technical Support Advantage (RTSA) and Multivendor Maintenance Service for Sun Products (Sun MVM), of the Agreement is deleted in its entirety and replaced with the new form of Attachment D that is attached hereto as Schedule 3.

     2.47 Attachment H, Product Standard Intervals. Attachment H, Product Standard Intervals, of the Agreement is deleted in its entirety and replaced with the new form of Attachment H that is attached hereto as Schedule 4.

     2.48 Attachment I, Cell Site Self-Install Agreement. Attachment I, Cell Site Self-Install Agreement, of the Agreement is amended as follows

(a) ***

(b) ***

(c) ***

(d) ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

     2.49 Attachment J, Services. Attachment J, Services, of the Agreement is deleted in its entirety and replaced with the new form of Attachment J that is attached hereto as Schedule 5.

     2.50 Attachment K, Co-Marketing. Attachment K, Co-Marketing, of the Agreement is deleted in its entirety and replaced with the new form of Attachment K that is attached hereto as Schedule 6.

     2.51 Attachment L, Messaging. Attachment L, Messaging, of the Agreement is deleted in its entirety and replaced with the new form of Attachment L that is attached hereto as Schedule 7.

3. MISCELLANEOUS. Except as provided herein, all of the terms and conditions of the Agreement, including all Attachments thereto, shall remain unmodified. In case of any conflict between the provisions of this Amendment 3 and those of the Agreement, the provisions of this Amendment 3 will take precedence. This Amendment 3 and the non-conflicting terms of the Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings (both written and oral) between Seller and Customer with respect to such subject matter.

~ Signature Page Follows ~

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

IN WITNESS WHEREOF, the Parties have caused this Amendment 3 to be executed by their duly authorized representatives as of the Amendment Date.

METROPCS WIRELESS, INC.						LUCENT TECHNOLOGIES INC.
By:		/s/ Roger D. Linquist				By:		/s/ Stephen Marino
Name:		Roger D. Linquist				Name:		Stephen Marino
Title:		CEO and Chairman of the Board				Title:		Sales VP
Date:		12/3/07				Date:		12/3/07

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

SCHEDULE 1
ATTACHMENT A-1, AWS *** PRICING

[Attached Hereto]

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

AWS ATTACHMENT A-1 TO THE GPA

AWS *** PRICING

1. GENERAL

***

     With respect to AWS CDMA System Products and related Documentation and Services not specifically identified herein or elsewhere in the Agreement, the Parties agree to negotiate prices for such AWS CDMA System Products and related Documentation and Services in good faith and agree in writing on such prices. Except to the extent provided otherwise in the Agreement (including this Attachment A-1), the following are not included in the pricing set forth in this Attachment A-1:

	<		Taxes, domestic transportation, hauling, hoisting, and warehousing;
	<		Engineering site visits (if required);
	<		Extraordinary installation items — helicopters, cranes, etc.;
	<		Power/battery plant, additions, growth and or replacements;
	<		Transmission/networking equipment, additions, growth and or replacement;
	<		Antennas/tower, additions, growth modifications;
	<		Building modifications/construction;
	<		Optional hardware items associated with select Seller Software (e.g. OTA, SMS, AutoPace, billing platforms, etc.);
	<		All charges associated with non-Standard Intervals;
	<		Any other items not specifically quoted herein.

Unless Attachment C-1 pricing applies, pricing for AWS CDMA System Products and related Documentation and Services not listed herein or elsewhere in the Agreement will: (a) not exceed pricing for Products and Licensed Materials listed herein (taking into consideration all applicable discounts and incentives) that are substantially similar in Fit, Form, Function, and capacity; and (b) ***

2. AWS MARKETS AND DUAL BAND MARKETS

Pricing and pricing-related terms contained in this Attachment A-1 apply to AWS CDMA System Products for the AWS Markets and the AWS overlay portion of any Dual Band Market.

     3. ***

***

***

4. AWS PRICING FOR AWS MARKETS AND DUAL BAND MARKETS

     i. Base Station Pricing

Discount Table

Material

Standard

Spares

Net Effective

Modcells

* * *

* * *

* * *

Channel Elements

* * *

* * *

* * *

Power / Batteries

* * *

* * *

* * *

* * *

AWS Only BTS and Carriers:

AWS Modcell 4401 1st Carrier / 3 Sector (Model 1b) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight-, No Battery Backup ***			4401 ***

AWS Modcell 4401 1st Carrier / 3 Sector (Model 1bE) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, 4 Strings L1 in EZBFO ***			4401 ***

AWS Modcell 4401 3S f2 w/ no additional Battery back-up (Model C2b) - - Adding carrier to Model 1b ***			4401 ***

AWS Modcell 4401 3S f3 w/ no additional Battery back-up (Model C3b) - - Adding carrier to Model 2b ***			4401 ***

AWS Modcell 4401 3S f4 w/ no additional Battery back-up (Model C4b) - - Adding carrier to Model 3b ***			4401 ***

AWS Modcell 4.0b Primary 1st Carrier / 3 Sector (Model 1) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, -No Battery Backup ***		Mod 4.0b PC ***

AWS Modcell 4.0b Primary 1st Carrier / 3 Sector (Model 1E) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, 4 Strings L1 in EZBFO ***		Mod 4.0b PC ***

AWS 3S f2 w/ no additional Battery back-up (Model C2) - - Adding carrier to Model 1 ***			Mod 4.0b  ***

AWS 3S f3 w/ no additional Battery back-up (Model C3) - - Adding carrier to Model 2 ***		Mod 4.0b ***

AWS 3S f4 w/ no additional Battery back-up (Model C4) - - Adding carrier to Model 3 ***		Mod 4.0b ***

AWS 3S f5 w/ no additional Battery back-up (Model C5) - Adding carrier to Model 4 ***		Mod 4.0b ***

AWS 3S f6 w/ no additional Battery back-up (Model C6) - - Adding carrier to Model 5 ***		Mod 4.0b ***

AWS 3S f7 w/ no additional Battery back-up (Model C7) - Adding carrier to Model 6 ***		Mod 4.0b ***

AWS Modcell 4.0b Primary 1st Carrier / 6 Sector (Model 8) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, No Battery Backup ***		Mod 4.0b PC ***

AWS Modcell 4.0b Primary 1st Carrier / 6 Sector (Model 8E) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, 4 Strings L1 in EZBFO ***		Mod 4.0b PC ***

AWS 6S f2 w/ no additional Battery back-up (Model C9) - - Adding carrier to Model 8 ***		Mod 4.0b ***

AWS 6S f3 w/ no additional Battery back-up (Model C10) - - Adding carrier to Model 9 ***		Mod 4.0b ***

AWS 6S f4 w/ no additional Battery back-up (Model C11) - - Adding carrier to Model 10 ***		Mod 4.0b ***

AWS 6S f5 w/ no additional Battery back-up (Model C12) - - Adding carrier to Model 11 ***		Mod 4.0b ***

AWS 6S f6 w/ no additional Battery back-up (Model C13) - - Adding carrier to Model 12 ***		Mod 4.0b ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

AWS 8420 Outdoor 1st Carrier / 3 Sector (Model 15) - - Includes CPC a/b, 2W composite, URCII, Snakelight, No Battery Backup ***		Mod 4.0b PC ***

AWS 8420 Outdoor 1st Carrier / 3 Sector (Model 15E) - - Includes CPC a/b, 2W composite, URCII, Snakelight, 4 Strings L1 in EZBFO ***		Mod 4.0b PC ***

AWS 3S f2 w/ no additional Battery back-up (Model C16) - - Adding carrier to Model 15 ***		Mod 4.0b ***

AWS 3S f3 w/ no additional Battery back-up (Model C17) - - Adding carrier to Model 16 ***		Mod 4.0b ***

AWS 3S f4 w/ no additional Battery back-up (Model C18) - - Adding carrier to Model 17 ***		Mod 4.0b ***

AWS 3S f5 w/ no additional Battery back-up (Model C19) - - Adding carrier to Model 18 ***		Mod 4.0b ***

AWS 3S f6 w/ no additional Battery back-up (Model C20) - - Adding carrier to Model 19 ***		Mod 4.0b ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

AWS 8420 Indoor 1st Carrier / 3 Sector (Model 1D) - - Includes CPC a/b, 2W composite, URCII, Snakelight, non-integrated power ***			8420 ***

AWS 3S f2 w/ no additional Battery back-up (Model C2D) - - Adding carrier to Model 1D ***			8420 ***

AWS 3S f3 w/ no additional Battery back-up (Model C3D) - - Adding carrier to Model 2D ***			8420 ***

AWS 3S f4 w/ no additional Battery back-up (Model C4D) - - Adding carrier to Model 3D ***			8420 ***

AWS 3S f5 w/ no additional Battery back-up (Model C5D) - - Adding carrier to Model 4D ***			8420 ***

AWS 3S f6 w/ no additional Battery back-up (Model C6D) - - Adding carrier to Model 5D ***			8420 ***

AWS 3S f7 w/ no additional Battery back-up (Model C7D) - - Adding carrier to Model 6D ***			8420 ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

AWS 8420 Indoor 1st Carrier / 6 Sector (Model 8D) - - Includes CPC a/b, 2W composite, URCII, Snakelight, non-integrated power ***			8420  ***

AWS 6S f2 w/ no additional Battery back-up (Model C9D) - - Adding carrier to Model 8D ***			8420  ***

AWS 6S f3 w/ no additional Battery back-up (Model C10D) - - Adding carrier to Model 9D ***			8420  ***

AWS 6S f4 w/ no additional Battery back-up (Model C11D) - - Adding carrier to Model 10D ***			8420  ***

AWS 6S f5 w/ no additional Battery back-up (Model C12D) - - Adding carrier to Model 11D ***			8420  ***
AWS 6S f6 w/ no additional Battery back-up (Model C13D) - - Adding carrier to Model 12D ***			8420  ***
AWS 6S f7 w/ no additional Battery back-up (Model C14D) - - Adding carrier to Model 13D ***			8420  ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

     AWS Carriers for PCS-First Dual Band Markets

AWS 3S f4 w/ no additional Battery back-up (Model 01-CA) - - Adds 3 quadruplexers to 3S3C PCS site to convert to dual band site ***		Mod 4.0b ***
AWS 3S f5 w/ no additional Battery back-up (Model C-02-CA) - - Adding carrier to site that has Model 01-CA applied ***		Mod 4.0b ***
AWS 3S f6 w/ no additional Battery back-up (Model 03-CA) - - Adding carrier to site that has Model 01-CA & C-02-CA applied ***		Mod 4.0b ***
AWS 6S f4 w/ no additional Battery back-up (adding to 6S3C PCS BTS)  (Model 04-CA) - - Adds growth frame 6S3C PCS site to add AWS at site ***		Mod 4.0b ***
AWS 6S f5 w/ no additional Battery back-up (Model C-05-CA) - - Adding carrier to site that has Model 04-CA applied ***		Mod 4.0b ***
AWS 6S f6 w/ no additional Battery back-up (Model C-06-CA) - - Adding carrier to site that has Model 04-CA & C-05-CA applied ***		Mod 4.0b ***

     6S Conversion Kits:
***
***
***

     Channel Element (CE) Pricing:
     ***

     EvDO Pricing:
     ***

     Power Options:

     ***
     ***

     ii. 5ESS/Flexent Packet Switch (FPS) Pricing:
       ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

     iii. Flexent Mobility Manager (FMM) / Mobility Manager Compact (MMC) Pricing:

     ***

     iv. Access Manager (ECP /OMP-FX) Pricing:

     ***

     v. Optional Software & BRSS (Base Release System Software) Pricing:

     ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

* * *

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

SCHEDULE 2
ATTACHMENT C-1, AWS *** PRICING

[Attached Hereto]

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

AWS ATTACHMENT C-1 TO THE GPA

AWS *** PRICING

1. GENERAL

The prices, discounts and incentives described in this Attachment apply in those circumstances when the prices, discounts and incentives stated in Attachment A-1 do not apply.

With respect to AWS CDMA System Products and related Documentation and Services not specifically identified herein or elsewhere in the Agreement, the Parties agree to negotiate prices for such AWS CDMA System Products and related Documentation and Services in good faith and agree in writing on such prices. Except to the extent provided otherwise in the Agreement (including in this Attachment C-1), the following are not included in the pricing set forth in this Attachment A-1:

	<		Taxes, domestic transportation, hauling, hoisting, and warehousing;
	<		Engineering site visits (if required);
	<		Extraordinary installation items — helicopters, cranes, etc.;
	<		Power/battery plant, additions, growth and or replacements;
	<		Transmission/networking equipment, additions, growth and or replacement;
	<		Antennas/tower, additions, growth modifications;
	<		Building modifications/construction;
	<		Optional hardware items associated with select Seller Software (e.g. OTA, SMS, AutoPace, billing platforms, etc.);
	<		All charges associated with non-Standard Intervals;
	<		Any other items not specifically quoted herein.

          2. ***

          3. ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

           ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

           ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

           ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

4. AWS PRICING FOR AWS MARKETS AND DUAL BAND MARKETS

     i. Base Station Pricing

Discount Table

Material		Standard		Spares		Net Effective
Modcells		***		***		***
Channel Elements		***		***		***
Power / Batteries		***		***		***

•

***

AWS Only BTS and Carriers:

AWS Modcell 4401 1st Carrier / 3 Sector (Model 1b) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight-, No Battery Backup			4401
***			***
AWS Modcell 4401 1st Carrier / 3 Sector (Model 1bE) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, 4 Strings L1 in EZBFO			4401
***			***
AWS Modcell 4401 3S f2 w/ no additional Battery back-up (Model C2b) - - Adding carrier to Model 1b			4401
***			***
AWS Modcell 4401 3S f3 w/ no additional Battery back-up (Model C3b) - - Adding carrier to Model 2b			4401
***			***
AWS Modcell 4401 3S f4 w/ no additional Battery back-up (Model C4b) - - Adding carrier to Model 3b			4401
***			***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

AWS Modcell 4.0b Primary 1st Carrier / 3 Sector (Model 1)			Mod 4.0bPC
- Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, -No Battery Backup
***			***
AWS Modcell 4.0b Primary 1st Carrier / 3 Sector (Model 1E) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, 4 Strings L1 in EZBFO		Mod 4.0b PC
***			***
AWS 3S f2 w/ no additional Battery back-up (Model C2) - - Adding carrier to Model 1		Mod 4.0b
***			***
AWS 3S f3 w/ no additional Battery back-up (Model C3) - - Adding carrier to Model 2		Mod 4.0b
***			***
AWS 3S f4 w/ no additional Battery back-up (Model C4) - - Adding carrier to Model 3		Mod 4.0b
***			***
AWS 3S f5 w/ no additional Battery back-up (Model C5) - - Adding carrier to Model 4		Mod 4.0b
***			***
AWS 3S f6 w/ no additional Battery back-up (Model C6) - - Adding carrier to Model 5		Mod 4.0b
***			***
AWS 3S f7 w/ no additional Battery back-up (Model C7) - - Adding carrier to Model 6		Mod 4.0b
***			***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

AWS Modcell 4.0b Primary 1st Carrier / 6 Sector (Model 8) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, No Battery Backup ***		Mod 4.0b PC ***
AWS Modcell 4.0b Primary 1st Carrier / 6 Sector (Model 8E) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, 4 Strings L1 in EZBFO ***		Mod 4.0b PC ***
AWS 6S f2 w/ no additional Battery back-up (Model C9) - - Adding carrier to Model 8 ***		Mod 4.0b ***
AWS 6S f3 w/ no additional Battery back-up (Model C10) - - Adding carrier to Model 9 ***		Mod 4.0b ***
AWS 6S f4 w/ no additional Battery back-up (Model C11) - - Adding carrier to Model 10 ***		Mod 4.0b ***
AWS 6S f5 w/ no additional Battery back-up (Model C12) - - Adding carrier to Model 11 ***		Mod 4.0b ***
AWS 6S f6 w/ no additional Battery back-up (Model C13) - - Adding carrier to Model 12 ***		Mod 4.0b ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

AWS 8420 Outdoor 1st Carrier / 3 Sector (Model 15) - - Includes CPC a/b, 2W composite, URCII, Snakelight, No Battery Backup ***		Mod 4.0b PC ***
AWS 8420 Outdoor 1st Carrier / 3 Sector (Model 15E) - - Includes CPC a/b, 2W composite, URCII, Snakelight, 4 Strings L1 in EZBFO ***		Mod 4.0b PC ***
AWS 3S f2 w/ no additional Battery back-up (Model C16) - - Adding carrier to Model 15 ***		Mod 4.0b ***
AWS 3S f3 w/ no additional Battery back-up (Model C17) - - Adding carrier to Model 16 ***		Mod 4.0b ***
AWS 3S f4 w/ no additional Battery back-up (Model C18) - - Adding carrier to Model 17 ***		Mod 4.0b ***
AWS 3S f5 w/ no additional Battery back-up (Model C19) - - Adding carrier to Model 18 ***		Mod 4.0b ***
AWS 3S f6 w/ no additional Battery back-up (Model C20) - - Adding carrier to Model 19 ***		Mod 4.0b ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

AWS 8420 Indoor 1st Carrier / 3 Sector (Model 1D) - - Includes CPC a/b, 2W composite, URCII, Snakelight, non-integrated power ***			8420 ***
AWS 3S f2 w/ no additional Battery back-up (Model C2D) - - Adding carrier to Model 1D ***			8420 ***
AWS 3S f3 w/ no additional Battery back-up (Model C3D) - - Adding carrier to Model 2D ***			8420 ***
AWS 3S f4 w/ no additional Battery back-up (Model C4D) - - Adding carrier to Model 3D ***			8420 ***
AWS 3S f5 w/ no additional Battery back-up (Model C5D) - - Adding carrier to Model 4D ***			8420 ***
AWS 3S f6 w/ no additional Battery back-up (Model C6D) - - Adding carrier to Model 5D ***			8420 ***
AWS 3S f7 w/ no additional Battery back-up (Model C7D) - - Adding carrier to Model 6D ***			8420 ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

AWS 8420 Indoor 1st Carrier / 6 Sector (Model 8D) - - Includes CPC a/b, 2W composite, URCII, Snakelight, non-integrated power ***			8420 ***
AWS 6S f2 w/ no additional Battery back-up (Model C9D) - - Adding carrier to Model 8D ***			8420 ***
AWS 6S f3 w/ no additional Battery back-up (Model C10D) - - Adding carrier to Model 9D ***			8420 ***
AWS 6S f4 w/ no additional Battery back-up (Model C11D) - - Adding carrier to Model 10D ***			8420 ***
AWS 6S f5 w/ no additional Battery back-up (Model C12D) - - Adding carrier to Model 11D ***			8420 ***
AWS 6S f6 w/ no additional Battery back-up (Model C13D) - - Adding carrier to Model 12D ***			8420 ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

     AWS Carriers for PCS-First Dual Band Markets

AWS 3S f4 w/ no additional Battery back-up (Model 01-CA) - - Adds 3 quadruplexers to 3S3C PCS site to convert to dual band site		Mod 4.0b
***		***
AWS 3S f5 w/ no additional Battery back-up (Model C-02-CA) - - Adding carrier to site that has Model 01-CA applied		Mod 4.0b
***		***
AWS 3S f6 w/ no additional Battery back-up (Model 03-CA) - - Adding carrier to site that has Model 01-CA & C-02-CA applied		Mod 4.0b
***		***
AWS 6S f4 w/ no additional Battery back-up (adding to 6S3C PCS BTS) (Model 04-CA) - - Adds growth frame 6S3C PCS site to add AWS at site		Mod 4.0b
***		***
AWS 6S f5 w/ no additional Battery back-up (Model C-05-CA) - - Adding carrier to site that has Model 04-CA applied		Mod 4.0b
***		***
AWS 6S f6 w/ no additional Battery back-up (Model C-06-CA) - - Adding carrier to site that has Model 04-CA & C-05-CA applied		Mod 4.0b
***		***

6S Conversion Kits:
***
***
***

Channel Element (CE) Pricing:
***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

     EVDO Pricing:
     ***

     Power Options:
     ***

     ii. 5ESS/Flexent Packet Switch (FPS) Pricing:

     ***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

iii. Flexent Mobility Manager (FMM) / Mobility Manager Compact (MMC) Pricing:

***

iv. Access Manager (ECP/OMP-FX) Pricing:

***

v. Optional Software & BRSS (Base Release System Software) Pricing:

***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

SCHEDULE 3
ATTACHMENT D, REMOTE TECHNICAL SUPPORT
ADVANTAGE (RTSA) AND
MULTIVENDOR MAINTENANCE SERVICE
FOR SUN PRODUCTS (SUN MVM)

[Attached Hereto]

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

STARS #		MWS05CM005A1 (RTS)		MWS05UD0003A1(BRSS)

ATTACHMENT D

LUCENT TECHNOLOGIES

PCS Wireless Network

Remote Technical Support Advantage (RTSA)

AND

Multivendor Maintenance Service for Sun Products (Sun MVM)

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Table of Contents

1 Introduction			5
Description of Services			6
2 Term/Duration			6
3 Remote Technical Support Advantage			6
4 Seller Responsibilities			6
4.1 Remote Technical Support (RTS) Description			6
4.1.1 Seller Tasks/Deliverables			7
4.1.2 RTS Performance Objectives			7
4.1.3 Definition of Severity Levels			8
4.1.4 Definition of Respond, Restore and Resolve			8
4.1.5 Respond, Restore and Resolve Objectives			8
4.1.6 Customer Service Delivery Feedback/Escalation			9
4.2 Customer Technical Advocate Support			9
4.2.1 Description			9
4.2.2 CTA Tasks/Deliverables			10
4.2.3 CTA Exclusions			11
4.3 Base Release Software and Service (BRSS)			11
4.3.1 Updates and Upgrades			11
4.3.2 License Audit			12
4.3.3 Distribution			13
4.3.4 Software Delivery			13
4.3.5 Pre-Installation Support			13
4.3.6 Installation Support			13
4.3.7 Retrofit Support			13
4.4 Software Support Policy			14
4.4.1 Normal Progression/Skipping			14
4.4.2 Major Release Life Cycle Ratings			14
4.4.3 Support Availability for Different Software Ratings*			16
5 Customer Responsibilities			16
5.1 Customer Responsibilities Concerning Lucent Web Site Access			17
6 Exclusions			18
7 Assumptions/Eligibility for RTSA			20
7.1 Equipment Manufactured, and Installed by or Purchased from Seller			20
7.2 Other Situations			20
7.3 Customer’s Warranties of Authority			20

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7.4 Support For Relocated Software			21
7.5 Commencement of RTSA			21
7.5.1 General			21
7.5.2 First System			21
7.5.3 Additional Systems			22
7.5.4 Addition of Existing Systems			22
8 General terms			22
8.1 Conditions			22
8.2 Change Management			22
8.3 Acceptance			23
8.4 Warranty			23
9 Pricing Section			23
9.1 Determination of Pricing Units			23
9.2 Pricing Notes:			23
10 Pricing			24
10.1 Maintained Products for RTS and BRSS			24
10.1.1 Maintained Products			24
10.1.2 1XEVDO Maintained Products			25
10.1.3 Optional Feature Support			25
10.1.4 IPBH/TrFO Maintained Products			25
11 GLOSSARY			25
12 Multivendor Maintenance Service for Sun Products (“Sun MVM”)			29
12.1 Elements of Work and Lucent Responsibilities			29
12.1.1 Description			29
12.2 Tasks/Deliverables			29
12.2.1 MVM SUN Response Time Objectives			29
12.2.2 On-site Dispatched Technician			30
12.2.3 Hardware FRU Repair or Replacement			30
12.3 Customer Responsibilities			31
12.4 Exclusions			32

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12.5 MVM SUN Definitions			33

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1  Introduction

This Attachment D describes the deliverables, parties’ respective responsibilities and other conditions applicable for the provision of Remote Technical Support Advantage (RTSA) by Lucent Technologies Inc. (“Seller”) for MetroPCS Wireless, Inc.

(“Customer”), in addition, it describes Multivendor Maintenance Service available for Sun Products.

Seller’s RTSA service consists of remote technical support Service (RTS) and software update and upgrade Service (BRSS) as further described in this Attachment, collectively referred to as the “Services”.

Performance of the Services described in this Attachment shall be governed by the terms of the Agreement. In the event of a conflict between the terms of the Agreement and this Attachment, the terms of this Attachment shall prevail. No obligation to provide a Service described herein shall arise unless an order for the Service, incorporating the terms of an agreed Purchase Order, has been placed by Customer under a signed governing agreement in place between Customer and Seller and accepted by Seller. Seller’s performance of the Services described below is subject to the assumptions, exclusions and other conditions identified in this document.

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

STARS #		MWS05CM005A1 (RTS)		MWS05UD0003A1 (BRSS)

Description of Services

2  Term/Duration

“Term” shall refer collectively to the Initial Term and Renewal Terms as described below.

Initial Term: The “Initial Term” for RTSA Service is as defined in Article 1.2(a) of the Agreement.

For as long as Seller continues to offer RTSA as described in this Attachment, Customer’s RTS and BRSS programs will automatically renew for a “Renewal Term”, as defined in Article 1.2(b) of the Agreement, unless either party gives written notice of intent to not renew no later than *** prior to the expiration of the Term then in effect. The prices and terms of service for a Renewal Term shall incorporate any modifications of which Seller has provided Customer at least *** written notice prior to the end of the Initial Term or any subsequent Renewal Terms. Customer shall place a confirmatory purchase order for each Renewal Term prior to the first day of that Renewal Term.

3  Remote Technical Support Advantage

Seller’s RTSA Service provides Remote Technical Support (RTS) and Software Patches, Software Updates, and Software Upgrades (BRSS), as available, for the Seller commercially deployed Maintained Products listed in Section 0 that are made generally available during the subscription period.

The Products for which the Service is purchased are sometimes referred to in this Attachment as “Maintained Products”. The Maintained Products are the Products of the types listed in Section 0 of this Attachment that are commercially deployed and operational in Covered Systems (as that term is defined in Section 0 — Glossary).

RTSA is only applicable in the Territory.

4  Seller Responsibilities

4.1  Remote Technical Support (RTS) Description

Seller’s RTS Service uses remote access to allow Seller engineers to support Product-related questions, troubleshooting assistance and diagnostic procedures to restore and resolve network troubles.

Support Levels:

The RTS is offered as a Premium support Service, which provides access to remote engineers 24 hours a day, 7 days a week.

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

STARS #		MWS05CM005A1 (RTS)		MWS05UD0003A1 (BRSS)

4.1.1  Seller Tasks/Deliverables

Seller shall:

Log Customer-initiated request for RTS (Assistance Request (AR)). Provide Customer with AR tracking number.

Assign an AR to a Seller engineer to serve as single point of contact to facilitate communication and enable rapid restoration of service or technical assistance.

Respond to Customer request for Product and technical information.

Troubleshoot network problems, via phone, virtual private network (VPN), or modem connection, down to Maintained Product component level, or sufficiently to exclude Maintained Products as the root cause.

Restore Maintained Products to operational status by identifying defective hardware components or providing Software and/or procedural workarounds, where feasible. All Software workarounds are licensed subject to the same terms, restrictions, and limitations as contained in the licenses under which the software was acquired.

Provide 24x7x365 access to product specific Customer support content of the Lucent.com web site. Customer Support content may include technical product support information, subscription services, and other self-help facilities, as well as ability to submit ARs and check the status of ARs online.

4.1.2  RTS Performance Objectives

The RTS respond, restore, and resolve performance objectives, established by Seller, are dependent on the severity level of the request as reported by Customer to the Technical Assistance Center (“TAC”) via telephone.

To meet the Restore & Resolve objectives the problem must be reproducible at either Lucent’s location or on Customer’s system, verifiable by Lucent. If during analysis Seller determines the severity level of the problem as reported by Customer to be inaccurate, Seller reserves the right to re-assign severity. In these instances, Seller will notify Customer, and the objectives associated with the AR will be adjusted.

Seller will use its reasonable efforts to meet the applicable targets set forth in Section 4.14 ***. For purposes of determining Seller’s performance against such targets, a measurement shall be taken once annually after the end of a calendar year for which Customer has paid for the RTSA Program, based on ARs resolved during the measured year. The foregoing measurements shall only be taken with respect to a complete calendar year for which Customer has paid the applicable annual fee.
Lucent performance objectives extend to Maintained Products running on current software version release only, which includes Major Releases with a product lifecycle rating of SA or A&M, as described in section 4.4.2. Objectives are also contingent to Seller gaining remote access to Maintained Products to perform remote technical support.

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

STARS #		MWS05CM005A1 (RTS)		MWS05UD0003A1 (BRSS)

4.1.3 Definition of Severity Levels

Severity Levels are defined as the condition of the system when Customer submits an AR. Severity Levels are defined below.

Severity Level 1 (SL1, Critical): The system is inoperative and Customer’s inability to use the product has a critical effect on Customer’s operations. This condition is generally characterized by complete system failure and requires immediate correction. In addition, any condition that may critically impact human safety is considered a Severity Level 1 problem.

Severity Level 2 (SL2, Major): The system is partially inoperative but still usable by Customer. The inoperative portion of the product severely restricts Customer’s operations, but has a less critical effect than a Severity Level 1 condition.

Severity Level 3 (SL3, Minor): The system is usable by Customer, but with limited functions. This condition is not critical and does not severely restrict overall Customer operations.

Severity Level 4 (SL4, Minor): The system is usable and the condition does not materially affect Customer’s operations.

4.1.4 Definition of Respond, Restore and Resolve

RESPOND means a Seller Customer Support Engineer has contacted Customer regarding a particular AR and will begin working a proposed solution, repair or fix. In the event Seller is unable to contact Customer after three (3) attempts, the AR will be closed.

RESTORE means that the problem is remedied sufficiently to return the product or major feature to operational status. Restore may mean that a temporary fix has been provided to temporarily correct the problem, or that a workaround has been implemented, or a method of restoration has been made available to Customer.

RESOLVE means that a solution has been provided to permanently address the issue. This may occur simultaneously with Restore, unless the Restore is by means of a workaround suitable only for temporary use and Seller determines that a more suitable permanent solution can feasibly be provided.

4.1.5 Respond, Restore and Resolve Objectives

RTS performance targets for currently supported Maintained Products are outlined in the following tables:

Description		Premium Coverage
Call Receipt & Routing		24x7

Targets3		Premium Coverage
Respond		***
		***

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

STARS #		MWS05CM005A1 (RTS)		MWS05UD0003A (BRSS)

Targets3		Premium Coverage
Restore		***
Resolve		***

2 ***

3. ***

4.1.6 Customer Service Delivery Feedback/Escalation

Customer may escalate a problem or provide feedback or complaints on the RTSA Service that is being delivered or has been delivered. RTSA Service Delivery Feedback is for tasks and provision of deliverables specifically defined in this document. Customer may initiate escalation or feedback by calling the TAC number, *** and ask to create a Delivery Feedback Assistance Request to initiate the process.

4.2 Customer Technical Advocate Support

4.2.1 Description

Seller will provide the Customer Technical Advocate (CTA) for Customer technical consultation and issue escalation. This support applies to Covered Software in Customer’s Covered System. CTA Support services are advisory only and no specific results are assured.

***

***

Support for warranty issues is provided primarily by Remote Technical Support. However, if the Customer requests CTA support for a warranty related issue under Seller’s Product warranties (Article 2.9) or Software warranty (Article 3.8) in the Agreement, such hour(s) may be chargeable against the Customer’s pool of annual consulting services hours.

PROPRIETARY AND CONFIDENTIAL TO METROPCS AND LUCENT TECHNOLOGIES INC.

STARS #		MWS05CM005A1 (RTS)		MWS05UD0003A (BRSS)

4.2.2 CTA Tasks/Deliverables

4.2.2.1 CTA Facilitation and Reviews

CTAs will monitor all ARs, and will seek to expedite the closure of a limited reasonable number of those ARs that Customer identifies as top priority or that Customer escalates in a user group (e.g., CEMUG) or reported in quarterly conference calls. Hours spent by CTAs performing this function or providing status updates on ARs to Customer will not count against Customer’s annual pool of consulting services hours.

4.2.2.2 Technical Consulting and Knowledge Transfer Support

The elements of Technical Consulting and Knowledge Transfer Support are summarized in this section. Requests for this support shall be made to Customer’s CTA, if any, otherwise to Seller’s Sales Organization serving Customer. If Customer requests support outside of normal business hours (8 am – 5 pm local time where CTA is located), or in excess of the applicable limit, then, except for activities directly and necessarily required to diagnose and/or implement a warranty fix for which Seller is responsible, Seller reserves the right to bill Customer for such services.

4.2.2.3 Customer Advocacy

While the RTS program is in effect, there will be one or more CTA designated who will:

	o		Serve as a single point-of-contact to co-ordinate resolution of multi-product issues and significant customer issues across organizations.
	o		Manage executive escalations and set up executive meetings, if needed.
	o		Conduct conference calls(s) with Customer at agreed-upon times to review their ARs and address Customer support issues.
	o		Identify and escalate Customer issues, track key Customer commitments and represent Seller at joint Customer and Seller conference calls and report card/metric reviews as necessary.

4.2.2.4 Technical Initiatives and Projects

The Seller consultant may, at Seller’s discretion, assist the customer in a special initiatives or projects with a duration of no more than eight hours. Under no circumstances can that project or initiative be an existing Seller service. If Seller agrees to assist the customer in that project/initiative, the consultant will act as the primary point of contact and interface with all other Seller teams, as appropriate.
Some of the activities are:

o

The CTA will work with the customer to address technical issues associated with major, multi-customer Seller offers (Customer Technical Initiatives). The CTA will interface to Program Management and development. Some customer technical initiatives might be an add-on service available at an additional price.

     Support customer specific projects such as network reviews.

4.2.2.5 Capacity and SW Planning

The Seller consultant may assist the Customer with capacity planning and help identify the impact of new software releases on system configuration and capacity as follows:

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STARS #		MWS05CM005A1 (RTS)		MWS05UD0003A1 (BRSS)

	o		Understand control mechanisms and critical action/recovery paths for system components.
	o		Understand capacity issues and how to measure and manage current capacity.
	o		Provide explanation of related technical matters (i.e., critical triggers, smrg, TFC30 for the 5E and the SCME guidelines).
	o		Keep the customer abreast of the new Software Releases and Software features. The Seller consultant may also advise the customer on each features’ capabilities.

4.2.2.6 Customer Education

The CTA will facilitate training/teletraining and co-ordinate specialized training to the customer. This does not include teaching classes.

4.2.3 CTA Exclusions

CTA support does not:

Provide any service that is a professional service

Provide consultative support on projects with a duration greater than 8 hours; Support outside standard working hours (8 a.m. to 5 p.m.) is billable

Provide Customer with formal training, however, may refer Customer to Seller training organization

4.3 Base Release Software and Service (BRSS)

4.3.1 Updates and Upgrades

During any period for which Customer has paid the applicable BRSS Program fees, ***, Seller will provide to Customer all Software Updates and Software Upgrades that are made generally available by Seller during such period at no additional charge. Seller will notify Customer of the availability of each Software Update and Software Upgrade. Such notifications shall include a description of the content of the Software Update or Software Upgrade to be provided by Seller including a list of all new Optional Software Features. Seller shall also notify Customer of preconditions (e.g., additional hardware) for installing such Software Update or Software Upgrade and/or use of any such new Optional Software Features. The fulfillment of all such preconditions shall be the responsibility of Customer.

Subject to the provisions of Section 0 of this Attachment, Seller shall also update documentation to incorporate new or revised operating procedures resulting from issuance of Software Updates and Software Upgrades prior to release of such Software Upgrades/Updates.

Software Updates and Software Upgrades shall be individually warranted, as provided in the Software warranty provisions of the Agreement, and Customer shall have a right to possess and use Software Updates and Software Upgrades, as provided in the software licensing provisions of this Attachment. Failure to pay any applicable BRSS fees for Software Updates and Software Upgrades shall not void or alter the license granted under this Attachment and/or the Agreement for Software, including prior Software Updates and Software Upgrades properly in Customer’s possession. Customer acknowledges that if Customer fails to pay applicable BRSS fees, subject to the further terms of this paragraph, Customer shall not receive any permanent fixes embodied in subsequent Software Updates and Software Upgrades, but nothing herein shall be deemed to

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STARS #		MWS05CM005A1 (RTS)		MWS05UD0003A (BRSS)

deprive Customer of any program corrections, work around procedures or other temporary or permanent fixes to which Customer may be entitled in respect of software warranty defects noticed to Seller during the applicable warranty period. Lucent shall not be deemed to be in breach of its Software warranty obligations under this Attachment with respect to an identified defect, if Lucent has furnished or intends to furnish, in a timely manner, a permanent warranty fix in a Software Update or Software Upgrade available to Customer, and Customer shall have no claim for refund or credit under such warranty provisions in such circumstances. Nothing herein shall excuse Seller of any obligation Seller may have under applicable warranty provisions of the Agreement or RTS Program to use all reasonable efforts to effect such a temporary fix pending a permanent fix.

BRSS entitles Customer to use the features and functionality delivered with Software Updates and Software Upgrades, including, but not necessarily limited to:

     Software to support system improvements, including performance and operations

     Compatibility of existing features with the new release

     New base/standard software features and functionalities

     Platform for Optional Software Features and optional hardware features

     Permanent and/or temporary fixes of problems in prior software releases

Optional Software Features resident in a Software Update or Software Upgrade, are priced as described in Attachment A, A-1, C or C-1. Nothing in this Attachment shall be deemed to require Seller to make any new specific Software features and/or enhancements of Software available as part of Seller’s Software Updates or Software Upgrades. Any Software Updates or Software Upgrades that may be provided by Seller under the BRSS Program are provided to Customer when generally available. Seller shall have the sole right to determine whether a new functionality shall be a new Standard Base Software Release feature or functionality or an Optional Software Feature; Except as stated otherwise in this Agreement, Seller reserves the right to determine the number of Software Updates and Software Upgrades that will be issued each calendar year for each type of Software covered by BRSS. Seller does not commit that any Software Updates or Software Upgrades will ultimately be released and made generally available and, therefore, provided during the term that Customer subscribes to the BRSS Program. Furthermore, Seller does not warrant that any specific features or functionality will be included in any Software Updates or Software Upgrades that may be provided under the BRSS prior to the time that a Software Update or Software Upgrade is released and made generally available.

Nothing herein shall be deemed to deny Seller the right to discontinue products or software in accordance with its standard policies and/or the terms of this Attachment as applicable;

Seller’s current program for Software Upgrades is described in Section 0. Nothing herein shall limit Lucent’s warranty obligations to Customer.

4.3.2 License Audit

Lucent shall have the right to audit Customer’s use of the Licensed Materials and/or install self- auditing software which may be activated and monitored remotely (an “Audit”), upon notice to Customer. Lucent may perform such Audit at any time. Customer and its employees, agents and representatives will cooperate with Lucent and take such action to facilitate each Audit in a timely matter after Lucent’s notice to perform an Audit. Software provided to Customer under this Attachment may contain optional features, which are separately licensed and priced. Customer

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STARS #		MWS05CM005A1 (RTS)		MWS05UD0003A1 (BRSS)

shall not activate such optional features without written authorization from Lucent and Customer’s payment of the appropriate license fees. If Customer nevertheless activates any optional features without Lucent’s authorization, Customer shall notify Lucent within five business days from the date of Customer’s knowledge that such features were activated. Customer shall pay Lucent the then current license fees charged by Lucent for the activated features identified as a result of Customer’s notice or Audit.

4.3.3 Distribution

Seller shall deliver software Updates and Software Upgrades in such medium (e.g., electronic distribution, CD-ROMs, or tapes), as Seller shall determine in its discretion.

4.3.4 Software Delivery

Upon receipt of notice of availability of a Software Update or Software Upgrade, Customer may indicate its desire to obtain such Software Update and/or Software Upgrade as follows:

4.3.4.1 Retrofits

Retrofits must be scheduled. Customer may request Retrofits through its Seller Account Executive.

4.3.4.2 Software Updates

Customer may request Software Updates that are not Retrofits by calling the TAC at *** or such other number as Seller may designate. Calls must be made Monday through Friday, Lucent’s holidays excluded, during the hours of 8:00AM to 5:00PM, Central Time.

4.3.5 Pre-Installation Support

Seller shall furnish to Customer, documentation relating to Software Updates and Software Upgrades that contains information regarding the preconditions to installation that must be fulfilled by Customer and instructions to be followed during installation. It is Customer’s obligation to become familiar with this material prior to commencing any self-installation of a Software Update or Software Upgrade. ***

4.3.6 Installation Support

During Customer’s execution of a Software Update or Software Upgrade installation procedure, Seller shall be available to provide a reasonable level of remote telephone support to resolve encountered problems. Such support shall be available on a 7x24x365 basis by calling the TAC at *** or such other location as Seller may designate.

4.3.7 Retrofit Support

In addition to standard pre-installation and installation support, Seller will provide to Customer additional tools and Services when a Retrofit is involved if customer is subscribing to BRSS.

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Retrofits are involved when an ECP Major Release or a 5ESS Major Release is replaced by a newer Major Release. A Retrofit requires the use of specialized software and procedures to evolve existing database translations in order to make a product ready to receive and operate a new Major Release. Retrofit procedures will vary from Major Release to Major Release.

4.3.7.1  ECP Retrofits

Seller will provide, ***, an on-site Retrofit (“OSR”) software tool that may be run by Customer on Customer’s OMP to perform selected activities relating to evolving database translations. If Customer elects to utilize the On-Site Retrofit (OSR) software tool, Seller, through its ODD Retrofit Group, will provide remote telephonic support for requirements issues and error resolution. This support is available Monday-Friday, Seller’s holidays excluded, during the hours 8:00AM — 5:00PM, Central Time, by calling the TAC at ***, or such other number as Seller may designate. Requests for such support outside of these hours will be treated as non-emergency Assistance Requests and are subject to billing on a T&M basis. (Such out-of-hours support is not included as part of BRSS or RTS.)

4.3.7.2  5ESS Retrofits

Seller will provide, as part of BRSS, 5ESS Switch Retrofit software. Procedures will be announced to Customer as appropriate.

4.3.7.3  1xEVDO Retrofits

1xEV-DO Major Releases are bundled with the ECP Major Releases.

4.4  Software Support Policy

4.4.1  Normal Progression/Skipping

Seller’s software is typically designed for sequential Retrofit/upgrade progression (for example, Major Release N to Major Release N+1). In some cases, skip Retrofits may be available (for example, Major Release N to Major Release N+2, skipping Major Release N+1). Seller makes no commitment that any Major Release can be skipped. Moreover, where skipping is available, additional charges may apply. Customer should evaluate each new Release, consider its application, consider the availability of skipping or the lack thereof, and select the Software migration plan that best suits its needs.

4.4.2  Major Release Life Cycle Ratings

Software ratings apply to Major Releases. Once a Major Release becomes generally available to Seller’s Customers, it begins to migrate through four (4) product ratings during its life cycle; Standard Availability (“SA”), Additions and Maintenance (“A&M”), Limited Availability (“LA”), and Discontinued Availability (“DA”). Differently rated Major Releases are subject to different levels of support and use. The length of time that a Major Release remains at each product rating varies depending upon Seller’s schedule for issuing new Major Releases.

When a software release has been declared generally available, it moves into the SA stage and remains in that classification until the next sequential Major Release has been declared generally available at which time the original release moves down in rating. For example, once made generally available, Major Release N will remain SA until Major Release N+1 is issued. At that time, Major Release N will move down one rating to A&M. With the issuance of Major Release

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N+2, Major Release N moves down one rating to LA. With issuance of Major Release N+3, Major Release N will move down to the final DA rating.

Any Software Update that is issued during a rating period will not change or otherwise affect the rating of the Major Release. For example, if while ECP Major Release N is rated SA, Seller issues a Point Release (N.1) for that release, Major Release N will retain its SA rating. Such Software Update shall be considered part of the Major Release and will have the same rating as that Major Release.

Support for differently rated Major Releases is described in Section 3.5.3

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4.4.3  Support Availability for Different Software Ratings*

		SA		A&M		LA		DA
SUPPORT
Outage		***		***		***		***
Non-Outage		***		***		***		***
SOFTWARE ISSUED
Software Updates		***		***		***		***
SOFTWARE MODIFICATIONS MADE+
Outage		***		***		***		***
Billing/Call Processing		***		***		***		***
Non-Service Affecting		***		***		***		***
Software		***		***		***		***
Enhancements
Special Features		***		***		***		***
PROCEDURES
Retrofit From		***		***		***		***
Retrofit To		***		***		***		***
Procedures Archived		***		***		***		***
Support Tools		***		***		***		***
Archived
New Start Cutover		***		***		***		***
RELEASE SPECIFIC
Software Maintained		***		***		***		***
Documentation		***		***		***		***
Maintained
Software Archived		***		***		***		***
Documentation		***		***		***		***
Archived

5  Customer Responsibilities

Customer shall:

o

Provide the proper environment, electrical and telecommunication connections in conformance with product technical specifications. This includes maintaining capacity

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			and throughput in accordance with specific guidelines of Maintained Products.
	o		Ensure that Maintained Products are in operating condition, and operate on current supported hardware and software releases.
	o		Ensure that Maintained Products are maintained with implementation of Software Updates and Class A changes, within a 30-day interval of availability.
	o		Maintain maintenance support agreements for 3rd party platforms that interact with Maintained Products.
	o		Ensure that Seller and relevant third party software manufacturer’s applicable installation, operation, administration, and maintenance instructions are complied with.
	o		Move Maintained Products only with Seller’s prior written consent, which consent shall not be unreasonably withheld in the case of movement from one designated processor to another in the same country, and notifying Lucent of the new location of any relocated Maintained Products. Customer may, however, move or change circuit packs or Cells within a Market or inter-Market without such consent or notification.
	o		Provide secure VPN access to Maintained Products.
	o		Maintain a procedure external to the Software programs for reconstruction of lost or altered files, data, and/or programs.
	o		When reporting an AR, include Severity Level of problem and output of any diagnostics, printed logs, already performed to help reproduce the conditions under which the trouble occurred. Identify site ID or contract number, submitter name & location, callback telephone number and/or email address, system name & location, processor location, type and serial number, and alternate contact.

Make trained technical staff available for interface to Seller engineers working an AR to report on-site conditions. Any delay time caused by Customer may be deleted from performance objectives.

Purchase of Software and Hardware maintenance directly from third party or via Seller resale to maintain non-Seller platforms, which support covered software.

5.1  Customer Responsibilities Concerning Lucent Web Site Access

By accessing any Lucent.com Web site to which Seller affords Customer access, for or in connection with its technical support service, Customer agrees to the following:

Customer shall not enable or permit Lucent.com web site access to any person other than its employees, without Seller’s prior written consent;

If requesting such consent, Customer shall identify to Seller any non-employee who Customer would like to have access to the Web site, and if requested by Seller, will provide a copy of a non-disclosure agreement executed between Customer and the non-employee in accordance with the confidentiality terms of the Attachment pursuant to which the Maintained Products were supplied. Such agreement will provide, at a minimum, the level of protection provided in this contract. Seller may refuse consent within its sole discretion;

o

Customer must notify Seller in writing immediately of any change in the employment or authorization status of any personnel having authorized access to the Web site;

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All notifications described above should be sent to *** and should contain the following information:

Company name

User’s first and last name

User’s email address

o

Customer’s use of any Lucent.com Web site is subject to all Terms of Use then set forth or linked to the Web site. Such Terms of Use shall in no event be construed to increase Seller’s obligations under this Attachment nor to create or modify any performance objectives for the services under this Attachment.

Without limiting Seller’s other rights, Seller may deny access immediately and in the future to individuals using the Web site other than as permitted. Seller shall have no liability to Customer on account of such denial.

6  Exclusions

RTSA in general does not include items not described in this Attachment. Examples of items that are specifically excluded from this Attachment include, but are not limited to:

o

Equipment certification, as required per Seller’s policy on equipment not installed by Seller, or lapse in RTS coverage that spans more than ***, or equipment that has been moved; However, this exclusion does not apply to circuit packs or Cells that are moved or self-installed by the Customer within a Market or inter-Market or Equipment that has been moved by Seller.

o

Repair or replacement of product components;

o

Lab and trial support;

o

On-site technical support. RTS is typically provided from the TAC or other Seller location that is remote from the site where Customer’s systems are located. At Seller’s discretion, Seller may dispatch personnel and or equipment to Customer’s site for diagnostic purposes. At Customer’s request, and as agreed to by Seller, Seller may provide on-site technical assistance in problem resolution beyond such remote support. On-site assistance is not included in RTS, and will be billed to the Customer at Seller’s then standard rate plus Travel and Living expenses (T&L), subject to a billing minimum of *** ;

o

Performing preventive maintenance for the Maintained Products;

o

Deployment services, integration services, or custom modifications;

o

Support for custom software features, that is, any features that are not present in the generally available version of the Maintained Products or software;

o

Support for third-party software not licensed to Customer by Seller;

o

Creating or making corrections to Customer specific reports;

o

Services to implement CTA recommendations or suggested solutions.

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o

Loss of any data or the cost of reconstructing data lost during the performance of RTS service. In no case shall Seller be held responsible for such loss;

o

Making specification changes or performing services connected with installation or relocation of the Maintained Products;

o

Work external to the Maintained Products, whether or not on the designated processor used in conjunction with the Maintained Products;

o

Assistance, including without limitation, modification or replacement of the Maintained Products, repair of damage, or increase in service time caused by or required as a result of any of the following:

	Ø		Failure to continually provide a suitable operational environment with all facilities prescribed by the applicable product specifications document including, but not limited to, the failure to provide or the failure of, adequate electrical power, air conditioning, or humidity control;
	Ø		Use of the Maintained Products in a manner not in accordance with its published specifications, operating instructions, capacity guidelines, or license-to-use;
	Ø		Failure to properly maintain or backup Covered Software on the system, to observe operating guidelines, to maintain Third-party platforms, software or equipment as described in Section 0.
	Ø		Force Majeure Events, including accident; disaster, which shall include, but not be limited to, fire, flood, earthquake, water, wind or lightning; transportation difficulties; terrorism or other hostile action; neglect; or misuse; except as follows: In the event of a service interruption caused by a Force Majeure Event Seller will make every commercially reasonable attempt to restore service on the Maintained Products. If, however, service is not restored within 12 hours, Seller and Customer will mutually agree on next steps to be taken, which may include the purchase of disaster recovery services to restore service. Additionally, the commercially reasonable efforts contemplated by the provision do not include the provision of new or additional hardware or software or performance of on-site services, which if available would require payment of additional charges;
	Ø		Modifications, maintenance, or repair performed by other than Seller designated personnel, including charges not authorized by Seller in the Maintained Product or software or the hardware or the software environment in which the Maintained Product or software operates, including without limitation the introduction of updates of third party software or hardware that have not been validated by Seller;
	Ø		Attachment of unspecified, non-recommended or non-approved products to the Maintained Products, or repairs required as a direct result of failure of a processor or other equipment or software not maintained by Seller, or failure of removable or rotating storage media;
	Ø		Database problems: If the condition is determined to be the result of corruption of the Maintained Product’s database, and such corruption is not the direct result of the Maintained Products, the condition will be referred back to Customer. However, if corruption is the result of, or caused by, Seller’s Maintained Products, Seller shall manage the resolution of the problem, at no additional charge;
	Ø		Hardware/firmware problems: When a condition has been isolated to a hardware or firmware problem on a product that is not covered under this Attachment, the condition will be referred back to Customer for disposition under whatever maintenance arrangements Customer may have for such hardware or firmware;