exv10w4



 






Amendment 001 to the IDEN Infrastructure Installation Services Agreement




Exhibit 10.4




AMENDMENT 001

TO THE

IDEN INFRASTRUCTURE INSTALLATION SERVICES AGREEMENT



This Amendment 001 to the iDEN Infrastructure Installation Services Agreement (“Amendment”) is
effective as of January 1, 2005 (“Effective Date”) between the parties listed on Schedule A (the
“Motorola Subsidiary” and the “Nextel Subsidiary”) and NII Holdings, Inc. (formerly known as Nextel
International, Inc.), (Nextel Subsidiary and NII Holdings, Inc. are to be collectively referred to
as “Customer”. Motorola and Customer are to be collectively referred to as the “Parties”.)



WHEREAS, Motorola, Inc. and Customer previously entered into the iDEN Infrastructure Installation
Services Agreement effective as of June 30, 2000, and Motorola Subsidiary is the successor in
interest to Motorola, Inc. under that agreement (The iDEN Infrastructure Installation Services
Agreement, as amended, shall be referred to herein as the “Existing Agreement”);



WHEREAS, the Existing Agreement was set to expire by its terms on December 31, 2003;



WHEREAS, Motorola Subsidiary and Customer wish to extend the term of the Existing Agreement through
December 31, 2007, retroactive to December 31, 2003; and



WHEREAS, Motorola Subsidiary and Customer intend that all other terms of the Existing Agreement, as
amended, shall remain in full force and effect.



NOW, THEREFORE, in consideration of the promises and mutual obligations contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, Motorola Subsidiary and Customer agree as follows:



1. General



Except as set forth herein, all capitalized terms not defined herein shall have the meanings given
to them in the Existing Agreement.



2. Modifications to Existing Agreement



Section 28 of the Existing Agreement, Term, is replaced in its entirety by the following:





“The term of this Agreement shall be from June 30, 2000 until December 31, 2007 unless an
Exhibit provides otherwise. In the event that Motorola Subsidiary and Nextel
Communications, Inc. (“NCI”) enter into a new supply agreement within the 120 day period on
or before December 31, 2007, then this Agreement will automatically be extended until the
earlier of: (i) the date upon which Customer and Motorola Subsidiary enter into a new iDEN
Infrastructure Installation Services Agreement, (ii) 180 days after the date of the new
supply agreement between Motorola Subsidiary and NCI, or (iii) June 30, 2008.”


3. Retroactivity



This amendment is retroactive to December 31, 2003. Any proposals for iDEN installation services
issued by Motorola Subsidiary to Customer or purchases of iDEN installation services by Customer
from Motorola Subsidiary between December 31, 2003 and the date of this Amendment are intended to
be governed by the terms of this Amendment.



4. Entire Agreement



This Amendment and the Existing Agreement, as amended, constitute the entire understanding between
the Parties concerning the subject matter hereof and supersede all prior discussions, agreements
and




			
	 	 	 
	Motorola/Nextel
	 	11/30/05





Motorola Confidential Proprietary




1









 





Amendment 001 to the IDEN Infrastructure Installation Services Agreement



representations, whether oral or written and whether or not executed by Customer and
Motorola Subsidiary. No modification, amendment or other change may be made to this Amendment
unless reduced to writing and executed by authorized representatives of both Parties.



IN WITNESS WHEREOF, Motorola Subsidiary and Customer have entered into this Amendment on December
___, 2005, effective as of the Effective Date first written above.




	 	 	 	 	 	 	 	 	 
	NII HOLDINGS, INC.	 	 	 	MOTOROLA SUBSIDIARY
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	Name:

	 	 	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	Title:

	 	 	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	Date:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NEXTEL SUBSIDIARY	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	Name:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





			
	 	 	 
	Motorola/Nextel
	 	11/30/05





Motorola Confidential Proprietary




2









 





Amendment 001 to the IDEN Infrastructure Installation Services Agreement




Schedule A




Parties to Amendment No 001 to the iDEN Infrastructure

Installation Services Agreement




          Each set of parties listed on this Schedule A has entered into Amendment No 001 to the iDEN
Infrastructure Installation Services Agreement with NII Holdings, Inc. in the form of agreement to
which this Schedule A is attached.




	 	1.	 	Motorola Argentina S.A, and Nextel Communications Argentina S.A.
	 
	 	2.	 	Motorola Serviços, Ltda, and Nextel Telecomunicações Ltda.
	 
	 	3.	 	Motorola de México, S.A., Comunicaciones Nextel de Mexico, S.A. de C.V.
	 
	 	4.	 	Motorola del Peru, S.A. and Nextel del Peru, S.A.





			
	 	 	 
	Motorola/Nextel
	 	11/30/05





Motorola Confidential Proprietary





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