exv10w12



 



Exhibit 10.12



THIRD AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT



     THIS THIRD AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (this
“Agreement”) made as of November 12, 2002, shall amend, replace and restate
that certain Trademark License Agreement dated September 30, 1997 (the
“Effective Date”), as amended, by and between Nextel Communications, Inc., a
Delaware corporation, having a place of business at 2001 Edmund Halley Drive,
Reston, Virginia 20191 (“Licensor”) and NII Holdings, Inc. (f/k/a Nextel
International, Inc.), a Delaware corporation, having a place of business at
10700 Parkridge Blvd., #600, Reston, Virginia 20191 (“Licensee”), in its
entirety.


RECITALS


     A.     Licensor operates an iDEN-based wireless communications system through
or in connection with which it provides wireless telecommunications goods and
services under certain trademarks, service marks and trade names, including the
mark “NEXTEL”;


     B.     Licensor and Licensee desire to establish and implement an arrangement
that will allow Licensee to use certain trademarks, service marks and trade
names belonging to Licensor within certain territories in the Territory (as
defined below) so long as Licensee maintains the quality of goods and services
as set forth herein;


     C.     The trademarks, service marks and trade names, including the trademark
“NEXTEL,” which are identified and set forth in Exhibit A attached hereto, are
of significant value to Licensor and have an established reputation in
connection with telecommunications and other goods and services.


     NOW, THEREFORE, in consideration of the mutual promises, conditions and
understandings contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, the parties hereto agree as follows:


AGREEMENT


1. Definitions.



1.1 “Approval Procedures” means the approval procedures and provisions set
forth in Section 10.


1.2 “Authorized Sublicensee” means a Subsidiary which has entered into a
sublicense agreement with Licensee in substantially the form as that shown in
Exhibit F attached hereto (or on such other terms and conditions as Licensor
may approve in writing in its sole discretion).


1.3 “Change in Control” means (a) with respect to Licensee, the definition
ascribed thereto in that certain Revised Second Amended Disclosure Statement
Pursuant to Section 1125 of the Bankruptcy Code for the Revised Third Amended
Joint Plan of Reorganization of NII Holdings,


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Inc. and NII Holdings (Delaware), Inc., dated July 31, 2002; and (b) with
respect to any Authorized Subsidiary, the loss of Licensee’s possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such entity, whether through executive management
officers, ownership of voting securities, by contract, or otherwise.


1.4 “IRU Agreement” means the Spectrum Use and Build-out Agreement by and
between Licensor and Licensee dated on or about the date of execution of this
Agreement as reflected on the signature pages hereof, as amended from time to
time.


1.5 “Licensed Goods” means subscriber units or handsets, used by Licensee’s
(and its Authorized Sublicensees’) subscribers to communicate over the
iDEN-based wireless communications systems and other wireless communications
systems that may be utilized by Licensee and its Authorized Sublicensees only
with Licensor’s written approval in the Territory, and such other products,
items or merchandise intended to be used in connection with such subscriber
units or handsets and all marketing, advertising and promotional items and
programs as such products, items, merchandise, marketing, advertising and
promotional items and programs as may be designated by Licensor in writing from
time to time which are sold under or bear any of the Trademarks.


1.6 “Licensed Services” means digital mobile wireless communications services,
voice and data, provided by Licensee (directly or through its Authorized
Sublicensees) to customers within the Territory over the iDEN-based wireless
communications systems and other wireless communications systems that may only
be utilized within the Territory by Licensee and Licensee’s Authorized
Sublicensees and such other services intended to complement or to be used or
provided in connection with such digital mobile wireless communications
services, as Licensor may designate and approve in accordance with the Approval
Procedures, which are offered in commerce by Licensee under the Trademarks.


1.7 “Licensee Trademarks” means any marks initially adopted and used by
Licensee in connection with the Licensed Goods and/or Licensed Services
subsequent to the execution date of this Agreement that are not Objectionable
Marks, as determined by Licensor in Licensor’s reasonable discretion, and that
are approved by Licensor as not being Objectionable Marks prior to adoption by
Licensee in accordance with the Approval Procedures, which marks will be listed
in Exhibit B, as such Exhibit is modified from time to time by mutual agreement
of the parties.


1.8 “Material Obligation” means any of: (a) Licensee’s obligations to maintain
the required quality of Licensed Goods and Licensed Services under Section 4.8;
(b) a Change in Control of Licensee; or (c) Licensee’s obligation not to cause
a Spectrum Default (as such term is defined in the IRU Agreement).


1.9 “Objectionable Mark” means any mark that contains text, data, graphics, or
other content that: (a) is libelous or defamatory, pornographic, sexually
explicit, unlawful or plagiarized; (b) a reasonable person would consider
harassing, abusive, threatening, harmful, vulgar, profane, obscene, excessively
violent, racially, ethnically or otherwise objectionable or offensive in any
way; (c) constitutes a breach of any person’s privacy or publicity rights, a
misrepresentation of


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facts, hate speech or an infringement of any third party’s intellectual
property rights of any kind, including without limitation, copyright, patent,
trademark, industrial design, trade secret, confidentiality or moral rights;
(d) violates or encourages other to violate any applicable law; or (e) when
considered as a whole, is confusingly similar to any of the Trademarks.


1.10 “Subsidiary” means a subsidiary or other entity with respect to which
Licensee has possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such entity, whether
through ownership of voting securities, by contract or otherwise.


1.11 “Territory” means all countries that are located in Latin America, which
is defined as the geographic territory in the Western Hemisphere that is south
of the United States wherein Spanish, French or Portuguese is the official
spoken language in such Territory; “Territory” does not include Puerto Rico or
any other territory or protectorate of the United States, but does specifically
include: Costa Rica, El Salvador, Guatemala, Honduras, Mexico, Nicaragua,
Panama, Argentina, Bolivia, Brazil, Colombia, Chile, Ecuador, French Guiana,
Paraguay, Peru, Uruguay, Venezuela, Cuba, Dominican Republic, Haiti,
Guadaloupe, Martinique, St. Martin (Northern part).


1.12 “Trademarks” means the trademark and service mark “NEXTEL” and any other
trademarks, service marks, trade names, domain names, trade dress and logos
(including all translations thereof) that are listed on Exhibit A, as such
Exhibit is modified by mutual written agreement of the parties from time to
time to include additional Licensor marks as Licensor may permit in its sole
discretion.


2. License Grants.



2.1 Licensor Trademark License. Subject to the terms and conditions of this
Agreement, Licensor hereby grants to Licensee a non-transferable, exclusive
(subject to Section 2.6) right and license to sell and to offer Licensed
Services and Licensed Goods bearing or under the Trademarks within the
Territory during the term of this Agreement, with the right to grant
sublicenses thereof to Licensee’s Subsidiaries in accordance with Section 2.3.
Nothing contained in this Agreement shall restrict Licensor from using the
Trademarks within the Territory for the sole purpose of promoting Licensor’s
telecommunications goods and services provided outside the Territory. Such
advertising shall make clear that Licensor’s goods and services being
advertised are for the goods and services offered and sold by Licensor outside
the Territory. Licensor shall submit advance copies of any such advertising to
Licensee and obtain Licensee’s written approval in accordance with the Approval
Procedures, prior to using any such advertising within the Territory. Nothing
herein shall preclude Licensor from licensing others to use its trademarks
other than the Trademarks on or in connection with other merchandise of all
types other than Licensed Goods or Licensed Services in any area whatsoever
including, but not limited to, the Territory. Subject to Licensor’s approval
as contemplated in Section 1.7, Licensee shall have the right to adopt and use
the Licensee Trademarks, except as prohibited in Section 4.2 with respect to
registration of Licensee Trademarks which are combined or conjoined with the
Trademarks.


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2.2 Trade Name License. Subject to the terms and conditions of this Agreement,
Licensor grants to Licensee, a non-transferable, exclusive license to grant to
Subsidiaries non-exclusive licenses to use the term “NEXTEL” as a corporate or
trade name, in accordance with Section 2.3. It is understood and agreed that
(a) Licensee may not itself use the term “NEXTEL” as its own corporate or trade
name; (b) Licensee’s Authorized Sublicensees shall not be permitted to use the
NEXTEL mark as a trade name for any entity located outside the Territory; and
(c) Licensor will not have the right to grant to any third party the right to
use the term “NEXTEL” as a corporate or trade name to any party within the
Territory. Subject to Section 3.4, upon termination of this Agreement, the
Authorized Sublicensees shall cease to use any trade or corporate name
containing the term “NEXTEL.”


2.3 Sublicenses. Each sublicense agreement executed with a Subsidiary in
accordance with Sections 2.1 or 2.2 must be in substantially the form attached
as Exhibit F to this Agreement (or on such other terms and conditions as
Licensor may approve in writing in its sole discretion). Licensee will provide
Licensor with copies of each executed sublicense agreement.


2.4 Scope Limitation. Except with respect to Section 2.2, the licenses and
rights granted hereby are limited to Licensed Goods and Licensed Services and
are specifically limited to the Territory. Except as permitted under Section
2.2, Licensee shall not place the Trademarks on, nor use the Trademarks in
connection with, goods or merchandise or services of any kind or description
except Licensed Goods and Licensed Services pursuant to the provisions of this
Agreement.


2.5 Ownership. Nothing contained herein shall be construed as an assignment or
grant to Licensee of any right (other than the rights granted under this
Agreement), title or ownership or proprietary interest in or to the Trademarks.
Licensor owns the Trademarks, and Licensor reserves all rights relating to its
Trademarks, including but not limited to the right to enforce the validity of
its Trademarks within the Territory. Licensor may exercise such reserved
rights in its sole discretion.


2.6 Discontinuation of Use. If Licensee (either itself or through an Authorized
Sublicensee) determines that it (or such Authorized Sublicensee) will
discontinue all further use of (a) the Trademarks “NEXTEL,” “DIRECT CONNECT,”
“HOW BUSINESS GETS DONE,”; (b) any Trademark that contains the word “NEXTEL”,
or (c) any other Trademark which Licensor reasonably designates in writing as a
material Trademark prior to such Licensee determination, in any country in the
Territory, Licensee must provide Licensor with written notice of such
determination and intention at least one hundred twenty (120) days prior to the
anticipated last date of use of such Trademark. Such notice is to be provided
for reporting purposes only, and such discontinuance does not constitute a
default or other termination of this Agreement or any license granted
hereunder; provided, however, that upon the expiration of such one hundred
twenty (120) day period Licensee’s license in and to such Trademark within such
country will become non-exclusive, and Licensor will have the right to use such
Trademark for itself or sublicense such Trademark to third parties within such
country.


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3. Term and Termination.



3.1 Term. This Agreement will remain in force unless and until terminated
pursuant to this Section 3.


3.2 Breach. (a) If Licensee violates or fails to perform any of its Material
Obligations, Licensor shall have the right to terminate this Agreement upon
sixty (60) days prior written notice, and such termination shall become
effective at the end of such sixty-day period unless Licensee shall have
completely remedied the default within such sixty-day period. Termination of
the Agreement under this Section 3.2 shall be without prejudice to any other
rights or remedies which either party may have at law or in equity against the
other.


(b)  In the event that either party shall cause a continuing breach of any
non-material obligation herein and not cure such breach upon sixty (60) days
written notice, this Agreement shall not terminate but the non-breaching party
shall be entitled to recover from the breaching party its actual damages, if
any, proximately caused by such breach.


3.3 Other Termination. With respect to any sublicense to an Authorized
Sublicensee granted by Licensee hereunder, such sublicense shall terminate
thirty (30) days after written notice from Licensor in the event of a Change In
Control of such Authorized Sublicensee. Licensee shall report any Change in
Control of Licensee or of any of its Authorized Sublicensees within ten (10)
business days after learning of such event.


3.4 Effect of Termination. (a) Upon termination of this Agreement under
Section 3.2, all of Licensee’s and its Authorized Sublicensees’ rights under
this Agreement shall cease absolutely, except that Licensee and its Authorized
Sublicensees shall have a reasonable time, not exceeding one hundred eighty
(180) days, in which to distribute, dispose of, or use their inventory of
Licensed Goods and promotional or advertising materials for the Licensed Goods
and Licensed Services (to the extent such inventory of Licensed Goods or such
promotional or advertising materials was on hand or subject to a non-cancelable
contract on the date such party gave or received, as appropriate, the written
notice contemplated by Section 3.2), subject to all of the terms and conditions
of this Agreement. Licensee shall, upon termination, have a reasonable period
of time, not exceeding sixty (60) days to terminate all sublicenses entered
into pursuant to this Agreement by Licensee, subject to the aforementioned one
hundred eighty (180) day use right for Licensee and each such terminated
Authorized Sublicensee.


     (b) Upon any termination under Section 3.3, the terminated Authorized
Sublicensee shall have a reasonable period of time, not exceeding sixty (60)
days following the effective date of such termination, in which to distribute,
dispose of, or use its inventory of Licensed Goods or promotional or
advertising materials for the Licensed Goods or the Licensed Services (to the
extent such inventory of such Licensed Goods or promotional or advertising
materials was on hand or subject to a non-cancelable contract as of the
effective date of termination of such Authorized Sublicensee’s sublicense
agreement).


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4. Quality Control.



4.1 Display of Marks. Licensee shall (and shall cause its Authorized
Sublicensees, third party dealers, resellers and agents to) affix and display
the Trademarks only in such form and manner consistent with Licensor’s
Corporate Image and Identity System User’s Guide set forth in Exhibit D which
Corporate Image Guide may be modified by Licensor in its sole discretion with
written notice to Licensee, and in such form and manner as has been
specifically approved in writing by Licensor in accordance with the Approval
Procedures to promote the Licensed Goods and Licensed Services hereunder and on
all promotional and advertising material used in connection therewith.
Licensee shall (and shall cause its Authorized Sublicensees, third party
dealers, resellers and agents to) cause to appear on all promotional and
advertising materials bearing the Trademarks, legends, markings, and notices as
Licensor may reasonably request, including, without limitation, applicable
trademark and copyright legends in the name of Licensor in the form shown in
Exhibit C.


4.2 Conjunctive Use. Licensee shall not at any time apply for any registration
of any trademark, service mark, trade name or domain name that consists of a
combination or conjunction of any Trademark with any other mark.


4.3 Advertising. Licensee shall (and shall cause its Authorized Sublicensees
to) submit to Licensor for review and approval its programs for advertising and
promotion. Licensee’s programs for advertising and promotion must be consistent
with Licensor’s Cooperative Advertising Guide set forth in Exhibit E including,
but not limited to, the initial proposed trade announcement introducing new
Licensed Goods from time to time that will bear the Trademarks and Licensed
Services that will be offered by Licensee and its Authorized Sublicensees under
the Trademarks. Licensee shall (and shall cause its Authorized Sublicensee to)
also submit to Licensor for its written approval the format and general content
of each advertising and promotion program to be adopted hereunder, including
representative art work and all other relevant material of each such program
sufficiently far in advance of use or release of the same to permit Licensor to
approve or modify the same.


4.4 Reseller Advertising. Licensee shall cause its Authorized Sublicensees,
third party dealers, resellers and agents to submit to Licensee for review and
approval its programs for advertising and promotion. Licensee’s third party
dealers, resellers and agents programs for advertising and promotion must be
consistent with Licensor’s Cooperative Advertising Guide set forth in Exhibit E
including, but not limited to, the initial proposed trade announcement
introducing new Licensed Goods from time to time that will bear the Trademarks
and Licensed Services that will be offered under the Trademarks, business
cards, business forms and other correspondence. Licensee shall also cause its
Authorized Sublicensees, third party dealers, resellers and agents to submit to
Licensee for its written approval the format and general content of each
advertising and promotion program to be adopted hereunder, including
representative art work and all other relevant material of each such program
sufficiently far in advance of use or release of the same to permit Licensee to
approve or modify the same.


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4.5 Confidentiality. Each of Licensor and Licensee, for itself, and for its
third party dealers, resellers and agents, and in the case of Licensee for its
Authorized Sublicensees, and for its and all of their respective officers,
employees and agents, agrees that it will not, either during the term of this
Agreement or thereafter, except upon written consent of the disclosing party,
divulge to any person whomsoever (and each shall use its best efforts to
prevent the disclosure or publication of) any trade secret, idea, sketch,
design, pattern, style, model, sample, manufacturing process, marketing plan or
any other information concerning any transaction or affairs of the disclosing
party which may come to the receiving party’s knowledge by reason of the
transactions contemplated hereunder.


4.6 Reseller Requirements. Licensee shall require its Authorized Sublicensees,
third party dealers, resellers and agents to agree to the terms set forth in
this Section 4 and shall incorporate all such terms into all dealer, reseller
and other relevant agreements.


4.7 Reseller Restrictions. No Authorized Sublicensee, third party dealer,
reseller or agent of Licensee shall be or present itself as an employee or
partner of Licensee or Licensor (including, but not limited to, restrictions
and/or prohibitions on use of Licensee’s and/or Licensor’s trade names,
trademarks, service marks and logos on all business cards, business forms and
other correspondence, unless Licensor agrees to such use in writing) and no
provision in this Agreement shall grant such rights or be interpreted to the
contrary.


4.8 Quality. (a) Licensed Goods. Licensee recognizes and acknowledges that
the distribution of Licensed Goods of inferior quality bearing any Licensor
Trademark may damage Licensor’s business reputation and the Trademarks.
Accordingly, Licensee shall (and shall cause its Authorized Sublicensees, third
party dealers, resellers and agents to) purchase all Licensed Goods directly
from suppliers approved by Licensor in accordance with the Approval Procedures,
and Licensed Goods so purchased will be deemed to be of adequate quality for
purposes of this Agreement.


     (b)  Licensed Services. The quality of all Licensed Services provided or
sold under the Trademarks by Licensee or its Authorized Sublicensees in any
particular country within the Territory shall at all times meet any regulatory
standards imposed by any applicable regulatory authority within such country.


     (c)  Licensee shall (and shall cause its Authorized Sublicensees to)
comply with all applicable operational requirements disseminated in writing by
the manufacturer(s) of the network equipment used by the Licensee (or its
Authorized Sublicensees, as applicable) in providing all Licensed Services
provided or sold under the Trademarks.


     (d)  Reports and Inspections. Licensee agrees to cooperate with and offer
reasonable assistance to Licensor in facilitating control of such quality,
including without limitation, (i) providing periodic reports or other
information regarding quality and Licensee’s quality control procedures as
reasonably requested by Licensor from time to time, and (ii) making its and its
Authorized Subsidiaries’ facilities and applicable records available for
inspection by Licensor for quality control review purposes, as reasonably
requested by Licensor upon reasonable prior


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notice; provided that such inspection must be conducted during Licensee’s
(or its Authorized Subsidiary’s) normal business hours, and in a manner that
does not unreasonably interfere with its normal business activities.


5. Royalty.



5.1 No Royalty. In consideration of Licensor’s use of Licensee’s mobile radio
systems within the 800 MHz Band in and around certain parts of Southern
California and Mexico pursuant to the IRU Agreement, Licensor shall not impose
any royalty upon or be entitled to receive any royalty from Licensee or its
Authorized Sublicensees for the licenses granted herein.


6. Indemnification and Insurance.



6.1 Indemnification. Licensee hereby indemnifies and agrees to hold Licensor
harmless from and against any and all claims, suits, liabilities, loss and
damage (including expenses and reasonable attorney’s fees) from and against the
sale, distribution, promotion or advertisement of any Licensed Goods or
rendering any Licensed Services, or other use of the Trademarks by Licensee,
its Authorized Sublicensees or persons claiming rights under or through them
(such as, by way of example and not limitation, independent distributors of
Licensed Goods or sales agents for Licensed Services), by or for Licensee, its
agents or employees in or claimed to be in violation of any applicable law or
regulation or any third party’s rights. Licensee shall give to Licensor
written notice of any such claim or suit within fifteen (15) business days of
the earlier of: (a) the filing or initiation of such claim or suit; and (b) the
date that Licensee knew of such claim or suit, and Licensee shall afford
Licensor the opportunity to defend the claim at Licensee’s expense through
counsel of Licensor’s own choice. Without Licensor’s prior written consent,
which may be withheld, delayed or conditioned by Licensor in its sole and
absolute discretion, Licensee shall not settle, nor shall Licensee consent to
or otherwise voluntarily participate in any resolution of, any such claim or
suit in a manner which might in any way adversely affect any rights of Licensor
in and to the Trademarks, result in any finding of liability or fault against
Licensor or Licensee, or constitute any admission in respect thereof.


6.2 Insurance. Licensee shall maintain at its own expense in full force and
effect at all times during the term of this Agreement and any extensions
thereof with responsible insurance carriers at least Three Million Dollars
(U.S. $3,000,000.00) of product liability insurance covering the Licensed Goods
and general liability insurance covering general business risks. Such
insurance shall be for the benefit of Licensor and Licensee and shall provide
for at least thirty (30) days prior written notice to Licensor of the
cancellation or material modification thereof shall provide for waiver by
Licensee of all rights of subrogation against Licensor, and shall be subject to
deductibles, co-pays and other terms reasonably acceptable to Licensor.
Subject to the preceding sentence, such insurance may be obtained for Licensor
by Licensee in conjunction with a policy of product liability insurance
covering products other than the Licensed Goods.


6.3 Proof of Insurance. Licensee shall, from time to time, upon reasonable
request by Licensor, promptly furnish or cause to be furnished to Licensor
evidence in form and substance satisfactory to Licensor of maintenance of the
insurance required by Section 6.2, including, but


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not limited to, originals or certified copies of policies, with all applicable
riders and endorsements, certificates of insurance and proof of premium
payments.


6.4 Suspension of Use. Following the assertion of any claim that any Licensed
Goods, Licensed Services or other use of the Trademarks violate or conflict
with any law, rule, regulation or rights of any third party in any country or
other portion of the Territory, and promptly following Licensor’s written
request, Licensee shall (and shall cause its Authorized Sublicensees to)
suspend using the Trademarks on or in connection with the Licensed Goods or
Licensed Services in such country or other portion of the Territory, as
Licensor shall have specified in its written request.


7. Validity of Licensed Trademarks and License.



7.1 Goodwill; Validity. During the term of this Agreement or at any time
hereafter, Licensee shall not (a) disparage the Trademarks or use them in a way
derogatory or critical of Licensor’s goods or services, as determined in
Licensor’s reasonable sole discretion, nor (b) question or attack Licensor’s
title and exclusive rights in and to the Trademarks nor the validity and
enforceability of this Agreement.


7.2 Benefit of Use. All use of the Trademarks by Licensee shall inure to the
benefit of Licensor. All rights in the Trademarks, other than those
specifically granted herein, are reserved by Licensor for its own use and
benefit. Subject to Section 3.4, upon the expiration or termination of this
Agreement for any reason whatsoever, all rights in the Trademarks shall
automatically revert to Licensor. Licensee shall at any time, whether during
or after the term of this Agreement, execute any documents reasonably required
by Licensor to confirm Licensor’s ownership of all such rights.


7.3 Other Rights. Any copyrights for advertising or promotional materials
(“Copyrights”) or industrial designs which may be created during the term of
this Agreement which bear any of the Trademarks or are used in association with
the Trademarks hereunder shall, except to the extent such materials include or
incorporate Licensee Trademarks, be the exclusive property of Licensor.
Licensee shall (and shall cause its Authorized Sublicensees to) cooperate with
Licensor in the prosecution of any such Copyright or industrial design
applications that Licensor may desire to file, and shall execute any Copyright
or design assignment or other form, and for that purpose Licensee shall supply
to Licensor from time to time such material as may reasonably be required in
connection with any such application or assignment. The rights of Licensee
pursuant to this Agreement shall include, to the extent necessary, the right to
use any such Copyright, or industrial design assigned or assignable to Licensor
hereunder during the term of this Agreement.


7.4 Ownership. It is the intention of the parties that Licensor shall have the
sole and exclusive ownership of all of the Trademarks. Notwithstanding
anything to the contrary in this Agreement, Licensee agrees to immediately
assign (or cause the assignment) to Licensor any other trademarks or service
marks (other than Licensee Trademarks) applied for or registered by Licensee,
or its Authorized Sublicensees, that are derivative of or confusingly similar
to the


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Trademarks. Any registrations or applications from time to time of or for any
Trademark in any country in the Territory other than those specified in Exhibit
A will be the responsibility of Licensee (effected in consultation with
Licensor), at Licensee’s cost and expense. Any applications or registered
trademarks assigned to Licensor pursuant to this Section 7.4 shall be
immediately added to Exhibit A by Licensor. All maintenance fees with respect
to any registrations within the Territory for each Trademark will be borne by
Licensee.


7.5 No Warranty. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
INCLUDING, WITHOUT LIMITATION, THAT ANY OF THE TRADEMARKS ARE OR WILL REMAIN
VALID, THAT LICENSEE’S (OR ITS AUTHORIZED SUBLICENSEES’) USE OF SUCH MARKS AS
CONTEMPLATED HEREUNDER WILL NOT RESULT IN A BREACH, VIOLATION OR CONFLICT WITH
OR OF APPLICABLE LAWS, RULES OR REGULATIONS OR RIGHTS OF THIRD PARTIES, OR THAT
ANY OF THE TRADEMARKS QUALIFY FOR PATENT, COPYRIGHT OR SIMILAR LEGAL PROTECTION
GIVING THE OWNER AND/OR AUTHORIZED USER OF SUCH TRADEMARKS THE RIGHT TO
PRECLUDE USE, IN WHOLE OR IN PART, BY OTHERS, AND LICENSOR FURTHER EXPRESSLY
DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF TITLE OR NON-INFRINGEMENT.
Licensee agrees to take such rights as are conferred by Licensor hereunder
subject to such express disclaimer, and further agrees to permanently and
irrevocably waive and release (on behalf of Licensee and its Authorized
Sublicensees) any claims against Licensor, its subsidiaries, officers,
directors, employees and agents based upon or involving, in whole or in part,
any actual or claimed invalidity of, illegality of, or infringement by the
Trademarks, or any other condition or circumstance growing out of use of the
Trademarks in or outside the Territory.


8. Litigation.



8.1 Notice and Cooperation. In the event that Licensee should learn of any
apparent infringement of any right granted by Licensor to Licensee hereunder,
it shall promptly notify Licensor of such use and, if such infringement
involves a third party’s conduct within the Territory, and if requested by
Licensor, shall join with Licensor, in such action as Licensor, in its
reasonable discretion, may deem advisable for the protection of Licensor’s
rights in and to the Trademarks in the Territory. In the event that Licensee
shall be unable or unwilling to join in such action, it is understood and
agreed that Licensor shall have the right to conduct such activity in its own
name.


8.2 Action by Licensee. Licensee shall have no right to take any action with
respect to the Trademarks without Licensor’s prior written approval, which may
be given or withheld in Licensor’s sole discretion. Should Licensor elect not
to take action pursuant to Section 8.1 but to authorize Licensee to take
action, such action shall be at Licensee’s sole expense and shall be prosecuted
by counsel approved by Licensor; however, nothing contained in this Section 8.2
shall require Licensor to take any action which it deems to be inadvisable for
whatever reason. Licensee shall notify Licensor of all developments in such
action, will consult with Licensor


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thereto and will not enter into any settlement agreement or otherwise consent
to or voluntarily participate in any resolution of such action without
Licensor’s prior written approval.


8.3 Recovered Damages. Unless the parties otherwise agree in writing, monetary
damages recovered by a party hereto in connection with an infringement shall
first be applied for recoupment of expenses, including reasonable legal
expenses, incurred by the party prosecuting the action or otherwise terminating
the infringement, and the balance of such damages shall be rendered to
Licensor. If the party prosecuting such action considers that it is legally
necessary or desirable to do so, it may join the other party hereto as a party
plaintiff and plead the damages of such party.


9. Remedies for Breach.



9.1 Equitable Relief. Licensee recognizes that monetary damages for breach of
the provisions of this Agreement would be inadequate. Accordingly, in the
event of any such breach Licensor shall be entitled to injunctive relief in
addition to such other remedies as may be available at law or in equity.


9.2 Adjustment. If any provision of this Agreement should be adjudged to be
unreasonable, then the scope thereof shall be reduced or modified to the extent
necessary to make the provision enforceable by injunction.


9.3 Severability. In the event that any term or provision of this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, this Agreement shall continue in full force and effect, unless
terminated as herein provided by either party, except that it shall be
interpreted and construed as if the term or provision held to have been
invalid, illegal or unenforceable had never been contained herein.


9.4 Other Rights and Remedies. The rights and remedies provided herein are
cumulative and not exclusive of any rights or remedies provided by law.


10. Approval Procedures.



10.1 Request Submission. If any provision in this Agreement requires a party
to seek approval from the other party for any reason, the party seeking
approval (the “Requesting Party”) must submit a written request for such
approval (a “Request”) to the other party (the “Responding Party”) in
accordance with Section 10.3 together with any materials that must be submitted
with such Request pursuant to this Agreement.


10.2 Approval. Unless otherwise specified in this Agreement (i.e., a
specification that a particular determination is to be made in a party’s sole
discretion), a Responding Party may not unreasonably deny any Request. A
Responding Party’s approval of any request must be in writing and delivered
pursuant to Section 10.3. If a Responding Party denies approval of any
Request, such denial must (a) be stated in writing; (b) specify the reasons for
such denial; and (c) be delivered to the Requesting Party pursuant to Section
10.3. Any Request which has not been


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affirmatively denied within ten (10) business days (except in the case of
determining whether a proposed mark is an Objectionable Mark as contemplated
under Section 1.7, in which case such time period will be twenty (20) days)
after its receipt together with all relevant material and information shall be
deemed to have been approved. After any Request (or materials submitted
pursuant to such Request) has/have been approved, the Requesting Party may act
in accordance with such request, or, if applicable, use such materials,
repeatedly in the same approved form or manner without need for new approval
for each use, unless the Responding Party notifies the Requesting Party that
such prior approval has been withdrawn.


10.3 Notices. Any notice or other communication hereunder (including all
Requests and works and material submitted for the Responding Party’s review
and/or approval hereunder) shall be in writing and shall be considered given
when delivered personally or on the third business day after it is mailed by
U.S. certified mail, return receipt requested, to the parties at the following
addresses (or at such other address as a party may specify by notice given to
the other):



	 	 	 
	To Licensor (for advertising materials):	 	To Licensee (for all purposes):
	
	 	

	Nextel Communications, Inc.
2001 Edmund Halley Drive
Reston, VA 20191
	 	
NII Holdings, Inc.
10700 Parkridge Blvd., #600
Reston, VA 20191

	
Attention: Celeste Moy, Esq., Vice President,
Assistant General Counsel and Chief Privacy Officer	 	
Attention: Robert J. Gilker, Esq., Vice President and
General Counsel
	 	 	
Mercedes M. Barreras, Esq., Vice President and Chief
Regulatory Counsel



With copies to:


Corporate Counsel — Intellectual Property Licensing


For all other purposes:


Nextel Communications, Inc.

2001 Edmund Halley Drive

Reston, VA 20191

Attention: Corporate Counsel, Intellectual

Property/Licensing


11. Miscellaneous.



11.1 Due Authorization. Each of the parties represents and warrants that this
Agreement has been duly authorized, executed and delivered by it.


11.2 Independent Contractors. Nothing contained herein shall be construed to
place the parties in the relationship of legal representation, partnership,
joint venture, or agency, and neither party shall have the power to obligate or
bind the other party in any manner whatsoever.


11.3 Assignment. This Agreement and the rights and duties hereunder are
personal in nature to each party and either party may withhold its consent to
accept performance from or render performance to a party other than the other
party to this Agreement. Neither party may assign


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this Agreement, any portion hereof or any right or obligation hereunder without
the prior written consent of the other party, and, pursuant to Section 365(c)
(1) of the Bankruptcy Code, this Agreement may not be assumed or assigned by a
debtor without the consent of the non-debtor party to this Agreement.


11.4 Waiver. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
deprive that party of the right hereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.


11.5 Entire Agreement. This Agreement (and with respect to constitutes the
entire understanding between the parties with respect to the subject matter
hereof, supersedes all previous written or verbal agreements between the
parties, including but not limited to all representations, warranties, and
understandings previously made. This Agreement can only be modified by a
written agreement executed by both parties.


11.6 Governing Law; Jurisdiction; Venue. This Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of Virginia,
United States of America, applicable to agreements made and to be performed in
the Commonwealth of Virginia without regard to the Virginia conflict of laws
principles that would result in application of the laws of any other
jurisdiction. In any dispute relating to this Agreement, the parties hereto
admit venue and submit themselves to the non-exclusive jurisdiction of the
tribunals of the United States District Court for the Eastern District of
Virginia, expressly waiving any different venue to which they may be entitled
by their present or future domiciles.


11.7 Captions. Captions of the sections and subsections of this Agreement are
for reference purposes only and do not constitute terms or conditions of this
Agreement and will not limit or affect the meaning or construction of the terms
and conditions hereof.


[The remainder of this page is intentionally left blank.]


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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year indicated below.


     ATTEST: NEXTEL COMMUNICATIONS, INC.


By:   /s/ Leonard J. Kennedy

Name: Leonard J. Kennedy

Title: Senior Vice President and General Counsel


Dated: Reston, Virginia


November 12, 2002


ATTEST: NII HOLDINGS, INC.


By: /s/ Robert J. Gilker

Name: Robert J. Gilker

Title: Vice President and General Counsel


Dated: Reston, Virginia


November 12, 2002


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