E-Plus/Siemens/DMC Agreement on Exchange of Interim Equipment
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CONFIDENTIAL TREATMENT EXHIBIT 10.2
Exchange of Interim Equipment
E-Plus, Siemens and DMC discussed the subject of exchanging the
interim microwave equipment on 27 October, 1994, and the following
has been agreed between the parties subject to:
a) Siemens/DMC providing E-Plus with Spectrum II equipment
from volume production on 6 February, 1995, for Factory
Type Approval in San Jose,
b) Siemens/DMC Spectrum II equipment achieving E-Plus Factory
Type Approval by 28 February, 1995,
c) Siemens/DMC starting with Spectrum II equipment deliveries
as required by E-Plus,
d) Siemens/DMC agreeing to continue deliveries of Spectrum I
and M-Series equipment after the cut over date to Spectrum
II equipment, if so required by E-Plus.
1. Siemens/DMC will refund to E-Plus the costs of any
additionally required BBU II cabinets where made necessary
by the interim equipment.
2. The LMT of the Spectrum II equipment will include the M-
Series and Spectrum I Series maintenance features.
3. The warranty period for all installed M-Series and Spectrum
I equipment will be extended for as long as they are in
use, latest, however, March 1st, 2000, on the assumption
that the date of cut over from installation of interim
links to Spectrum II equipment will not be later than March
1st, 1995 (except 16xE1-P is April 1, 1995). Should a
delay occur in the dates of cut over, then the warranty
period shall be adjusted accordingly.
4. On March 1st, 2000 Siemens/DMC will [*]
[*] All parties acknowledge that the majority
of these spare parts will consist of whole units but E-Plus
shall be permitted to have included within the above value
limits various individual components such as oscillators,
variable attenuators, seals, etc. Such additional
information shall be provided by E-Plus to Siemens/DMC not
later than 6 months before the end of the extended warranty
period.
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[*] Indicates that material has been omitted and confidential
treatment has been requested therefor. All such omitted
material has been filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2.
5. At any time in the future, where E-Plus staff are being
trained on Spectrum II products or newer products, then
free of charge training shall also be provided to E-Plus
staff on M-Series and Spectrum I products where considered
necessary by E-Plus.
6. Should it be necessary for operational reasons to have
EPROMS changed out of interim equipment at any time
before the end of the extended warranty period for the
interim equipment, then Siemens/DMC shall carry out this
work free of charge to E-Plus and in a manner agreeable to
E-Plus.
7. The cut over date for installation of Spectrum II equipment
of all configurations and capacity is planned by all
parties to be March 1, 1995 (except April 1, 1995 for
16xE1-P). Should any interim equipment be installed after
these dates for any reason other than by special wish of an
E-Plus Region, then Siemens/DMC shall grant a price
reduction of 50% for such interim equipment. Additionally
the relevant portions of the Contract with respect to
Interim Equipment shall also apply.
8. As compensation for possibly more expensive use of the
frequency by interim equipment, Siemens/DMC shall provide
E-Plus with 10 links of non-protected microwave including
antennas, installation, commissioning and acceptance[*]
[*] equipment shall be provided equally over
the five year period starting in 1996. All parties shall
agree the details of the procedures not later than the end
of 1995.
9. The maximum percentage of interim equipment installed by
February 28, 1995, to be replaced with Spectrum II free
of charge for E-Plus shall not exceed 20% of the installed
base of interim equipment at that point in time.
On the assumption that the cut over date of March 1, 1995
(except April 1, 1995 for 16xE1-P) is met, then E-Plus
shall produce a list of specific links to be changed from
interim equipment to Spectrum II not later than September 1,
1995. Should the cut over dates be changed then the
date for submission of the list shall also be changed
accordingly.
The dates and times for changing the specified equipment
and the procedures to be used shall be agreed between
each E-Plus Region and Siemens/DMC. The time during which
the exchange shall take place after the list of which
equipment shall be exchanged shall not exceed 12 months.
______________________
[*] Indicates that material has been omitted and confidential
treatment has been requested therefor. All such omitted
material has been filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2.
10. On formal Agreement of all parties to the subject of
Exchange of Interim Equipment, E-Plus will not retain any
due payments because of interim equipment. Interim
equipment will then be treated as final equipment for the
purposes of payment.
11. On formal Agreement of all parties to the subject of
Exchange of Interim Equipment, all parties agree that the
liquidated damages related to delayed availability of
Spectrum II as specified in Annex J shall not apply.
E-Plus Mobilfunk GmbH Siemens AG
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Digital Microwave Corporation
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