Exhibit 10.5
STATEMENT OF WORK NO. 1
THIS STATEMENT OF WORK NO. 1 (this "Statement of Work"), effective as of
September 21, 2001 (the "SOW Effective Date"), is entered into by and between
Triton PCS Equipment Company L.L.C. ("Triton") and Ericsson Inc. ("Ericsson")
(each individually referred to as a "Party" and collectively referred to as the
"Parties"), and is hereby made a part of and subject to the terms and conditions
of the Master Purchase Agreement, effective as of even date, between Triton and
Ericsson ("the "Master Purchase Agreement").
1. Term. The term of this Statement of Work will commence on the SOW
Effective Date and will thereafter continue for a period of one (1)
year. Upon expiration of such 1-year initial term, this Statement of
Work will be automatically extended for successive two-year periods
unless either Party provides to the other Party a written notice of
termination no less than sixty (60) days prior to the expiration of the
then existing term of this Statement of Work.
2. Scope of Project. In accordance with the terms and subject to the
conditions of this Statement of Work, Ericsson will provide to Triton,
and Triton will obtain from Ericsson, ***** a pilot GSM/GPRS system
(the "Pilot System"), consisting of *****. The Pilot System is
specifically described in Attachment A hereto. The Parties anticipate
that the Pilot System will be launched in December of 2001 in the
Richmond/Fredericksburg, Virginia market. Triton may use the Pilot
System for commercial purposes and to determine the feasibility of its
GSM/GPRS/EDGE/UMTS network.
3. Assumptions. The scope of the project under this Statement of Work is
based on the following assumptions:
(1) *****
(2) All the GSM sites will be co-located with Ericsson TDMA equipment.
If and to the extent that these assumptions are invalid, the Parties
will work together in good faith and mutually agree in writing to
revise the scope of the project under this Statement of Work. No
charges shall be payable by Triton to Ericsson on account of any
revision to the scope of the project unless such revision is deemed by
the Parties to constitute a material revision and the Parties mutually
agree on the charges therefor. Any additional charge to be paid by
Triton to Ericsson as a result of any material revision of the scope of
the project under this Statement of Work shall be subject to the
parties' mutual agreement in writing.
4. Build Out Plan. In accordance with the provisions of the Master
Purchase Agreement, the Parties will work together in good faith to
mutually agree upon the Build Out Plan for the build out of the Pilot
System.
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5. No Purchase Commitment. Notwithstanding anything to the
contrary contained herein or otherwise, Triton is not obligated to (i)
purchase any equipment and services beyond the Pilot System ***** or
(ii) enter any other Statement of Work under the Master Purchase
Agreement.
IN WITNESS WHEREOF, the Parties by their duly authorized representatives have
executed this Statement of Work as of the SOW Effective Date.
ERICSSON INC TRITON PCS EQUIPMENT COMPANY
L.L.C. By: Triton Management Company, Inc., its manager
By: /s/ Xxxxx Xxxxx By: /s/ Xxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Printed Name: Xxxxx Xxxxx Printed Name: Xxxx X. Xxxxxxxx
---------------------- ---------------------
Title: Vice President Title: Sr. VP Technology
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ATTACHMENT A
DESCRIPTION OF PILOT SYSTEM
QTY.
BTS
RBS 2102 Outdoor 3x1 1,1,1 *****
RBS 2202 Indoor 3x1 1,1,1 *****
BSC
Sales Object 1 ***** *****
BSC Power Model *****
MSC/VLR HW & SW AXE 10
Sales Object 1 ***** *****
MSC Power Model *****
HLR/AUC
Sales Object 1 HW for ***** Subs *****
Sales Object 1 Software supporting up to ***** subscribers *****
OSS
Sales Object 1 Enterprise 5500 with 1 workstation and printer *****
SERVICE ORDER GATEWAY
Sales Object 1 SOG server 3500 with 1 workstation and printer *****
Software supporting up to ***** subscribers *****
BILLING GATEWAY
Sales Object 1 BGw server 3500 with 1 workstation and printer *****
Software supporting up to ***** subscribers *****
GPRS
Sales Object 1 ***** *****
Sales Object 2 GSN ***** *****
PSS Capacity of 5K PDP *****
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