exv10w25



 





Exhibit 10.25




January 1, 2004


[FORM OF BUILT-TO-SUIT AGREEMENT RESTRUCTURING]


Built-to-Suit Agreement Restructuring





	 	 	 	 	 
	Purchase Price

	 	•
	 	The peso equivalent of US$120,000 for each Existing
Tower (not identified for purchase prior to the expiration
of the ATC Notification Date) and New Tower sold to ATC in
Mexico
	

	 	•
	 	The Reais equivalent of US$100,000 for each Existing
Tower (not identified for purchase prior to the expiration
of the ATC Notification Date, subject to agreed upon
exceptions1) and New Tower sold to ATC in Brazil.







	 	 	 
	 	 	“New Towers” are all those Sites which planning, design
and/or construction commenced after the expiration of the
ATC Notification Date, provided that ATC has not
purchased, or identified such Sites for purchase prior to
the expiration of the ATC Notification Date.








	 	 	 	 	 
	Base Rent

	 	•
	 	The peso-equivalent of US$1,600 per month in Mexico
	

	 	•
	 	The Reais-equivalent of US$1,330 per month in Brasil







	

	 	Applicable to all New Towers and Existing Towers sold to
ATC as well as to any collocations by NII onto ATC sites
entered into after the execution date of the Definitive
Agreements.
	

	 	 
	

	 	The escalators and colocation credits currently contained
in the MLA’s shall remain in effect with respect to the
Base Rent outlined above.
	

	 	 
	

	 	Notwithstanding, the Definitive Agreements will provide
that if NII requests ATC to build a Site for NII, the
monthly base rent for such Site shall remain at the local
currency equivalent of US$2,000 and US$1,675 in Mexico and
Brazil, respectively. NII shall retain the right to build
all its New Towers and shall be under no obligation nor
commitment to have ATC build a New Tower. ATC shall have
no obligation or commitment to build a New Tower for NII.
	

	 	 
	Marketing Rights

	 	ATC shall have the right to exclusively market NII’s
Existing Towers in Mexico and Brazil until the earlier to
occur of (i) the fourth anniversary of the new marketing
agreement and (ii) the fulfillment of the Maximum
Marketing Commitment (as defined below). Notwithstanding,
in regards to the marketing of Existing Towers, NII shall
have the right to engage in discussions, negotiations and
arrangements with third parties for the sale, transfer,
assignment













	1With respect to the 137 Existing Towers identified by ATC for purchase in
Brazil on its letter dated November 28, 2003, ATC may only purchase any of
these 137 Sites under the original economic terms (for Purchase Price and Base
Rent) if there is at least one third party tenant collocating on any such Site
until the earlier to occur of (i) the collocation of at least one third party
tenant on 75% of these 137 Sites, and (ii) November 28, 2005.





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	 	and/or conveyance of its Existing Towers to
such third parties (“Proposed Sale”), provided that ATC
shall have a right of first refusal to purchase such
Existing Towers if ATC matches the economic and timing
terms (in all material respects) of any Proposed Sale. ATC
shall have 30 days from the moment NII notifies ATC of any
such Proposed Sale to exercise its right of first refusal.
ATC shall have the right to exclusively market and
purchase NII’s New Towers until the fourth anniversary of
the new marketing agreement. NII shall not have a right
to engage in discussions, negotiations or arrangements
with respect to a Proposed Sale of any New Tower during
such four year period.
	

	 	 
	

	 	NII may veto a collocation on any of its Hubs, Microcells,
Repeaters and Problematic Sites.
	

	 	 
	

	 	For purposes of this Term Sheet, “Maximum Marketing
Commitment” shall mean: ATC’s right to continue marketing
Existing Towers in Mexico and Brazil shall terminate with
respect to each such country individually once ATC has
installed 100 co-locations on Existing Towers in Mexico
and 150 co-locations on Existing Towers in Brazil.
	 	 	 
	Collocation Condition

for Sale

	 	Whenever ATC shall have installed a third-party tenant on
a New Tower or Existing Tower, ATC shall be obligated to
identify for purchase such Existing Tower or New Tower
within one month from the moment such third party has
installed its equipment on any such Existing Tower or New
Tower. ATC must then purchase such Existing Tower or New
Tower as soon as the closing conditions for the purchase
of such Towers have been satisfied. If ATC fails to
identify for purchase or fails to purchase such Existing
Tower or New Tower within the prescribed period, (i) ATC’s
right to purchase such Site shall terminate, and (ii) such
Existing Tower or New Tower shall be treated as a Rejected
Site (as such term is defined in the Amended and Restated
Site Marketing Agreement dated December 9, 2002 by and
between MATC Celular S. de R.L. and Nextel de Mexico, S.A.
de C.V.), provided that the delay is attributable to ATC.
	

	 	 
	

	 	ATC shall have the right to purchase up to 15%,
respectively, of each of Nextel Mexico’s and Nextel
Brazil’s New Towers without a third party tenant installed
at such Site. As soon as ATC collocates a third party
tenant on a Nextel New Tower purchased pursuant to the
previous sentence, such site shall no longer count toward
the 15% threshold.
	

	 	 
	Collocations on ATC

Existing Sites

	 	NII shall continue to deliver to ATC a search ring for
every New Tower via a Preliminary Notice. Subject to ATC
providing sufficient power supply acceptable to the Nextel
Parties (and subject to such power supply being available
for immediate connection of the Nextel Parties), NII shall
exercise its commercially reasonable efforts to co-







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	 	locate on an existing ATC site.
	

	 	
	Construction

Specifications

	 	Nextel Mexico shall construct its New Towers by equaling
or exceeding (in all material respects) the construction
specifications delivered by Brian Murphy on Sept. 25, 2003
(see Exhibit 1 ATC Construction Specifications below).
	

	 	 
	

	 	Nextel Brazil shall construct its New Towers by equaling
or exceeding (in all material respects) the construction
specifications delivered by Brian Murphy on Sept. 25, 2003
(see Exhibit 1 ATC Construction Specifications below) with
the following exceptions:






	 	 	 	 	 
	 	 	•

	 	Minimal Height in Urban Area and Backbone: 30m
	 	 	•

	 	Kind of tower: Self-supported and Monopoles (guyed
towers are not acceptable)
	 	 	•

	 	Wind design: Vo = 45 m/s - S1 = 1,0 - S2 = Cat. II
- S3 = 1,1  — d 30’ (Worst case considered, but
parameters can be lighter depending of the region
installed)
	 	 	•

	 	ordinary loading for urban sites: 15 sq m of on top
windload capacity
	 	 	•

	 	ordinary loading for backbone sites: 60 sq m of on top
windload capacity.





	 	 	 
	

	 	Notwithstanding the above, the parties agree that Nextel
Mexico and Nextel Brazil may, due to constraints posed by
zoning regulations, construction-permit restrictions
(including height restrictions), neighborhood complaints,
site-specific operational requirements, and lack of
available space for sites located in specific and/or
reduced search rings, deviate from the construction
specifications described in Exhibit 1 hereto. These
deviations from the ATC construction specifications shall
be notified to ATC as soon as possible in the search ring,
design, and/or construction phase of the site and the
parties shall work together to design a site that meets
Nextel Mexico’s or Nextel Brazil’s operational needs and
allows ATC to attract collocation tenants to such New
Tower.
	

	 	 
	Problematic Sites,
Hubs, Repeaters,
Microcells, COW’s

	 	The Nextel Parties may identify certain sites as a
“Problematic Site,” provided that such Site is subject to
a current or potential event that causes or would cause a
Material Adverse Effect (as defined in the Asset Purchase
Agreement). The facts, events, circumstances or effect
giving rise to a Material Adverse Effect shall be set
forth in the Nextel Disclosure Statement for each
Problematic Site. Without limiting the generality of the
foregoing, Problematic Sites may include but shall not be
limited to, Sites subject to judicial or administrative
attachment (“embargo”); Sites in violation of
Environmental Laws; Sites that do not comply, or that
violate or lack the necessary applicable License or
Licenses (for example, construction permits, municipal
building ordinances, zoning requirements, etc.) and such
non compliance,





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	 	violation or absence may result in a
Material Adverse Effect to such Sites; and, Sites that are
subject to or of litigation, claims or disputes where, in
the good faith determination of the Nextel Parties, the
likely outcome of such litigation, claims or disputes
would result in a Material Adverse Effect to such sites.
	

	 	 
	

	 	The Parties agree that a Problematic Site will not be sold
by a Nextel Party and purchased by an ATC Party unless and
until the Material Adverse Effect to which such
Problematic Site is subject to is resolved or addressed
(on a Site by Site basis) in a manner acceptable to the
Parties. The Parties shall jointly use their commercially
reasonable efforts to try to resolve or satisfactorily
address the Material Adverse Effect to which a Problematic
Site is subject until the expiration of the term of the
Definitive Agreements. If within such time the Parties
are unable to resolve or satisfactorily address the
Material Adverse Effect to which such Problematic Sites is
subject, the Nextel Parties shall not be obligated to sell
and the ATC parties shall not be obligated to purchase
such Problematic Site.
	

	 	 
	

	 	The Parties agree that any Site with a co-location may not
be classified as a Problematic Site, except for Hubs,
Repeaters and Microcells (if applicable).
	

	 	 
	

	 	The Nextel Parties shall be under no obligation to sell,
or permit collocation on, any Hub, Repeater, Microcell or
COW Site to ATC. Should the Nextel Parties elect to
permit a collocation on any Hub, Repeater, Microcell or
COW Site, but refuse to sell such site to ATC, the split
of the third party revenue (following recapture by ATC of
100% of its CapEx) shall be 80% to ATC with the remaining
20% to the Nextel Parties.






If the foregoing correctly sets forth the agreement of the parties hereto as to
the subject matter contained herein, please indicate acceptance of these terms
and conditions by signing in the spaces indicated below.




	 	 	 
	American Tower International, Inc.

	 	NII Holdings, Inc.
	 	 	 
	
 

	 	
 
	Name:

	 	Name: Ricardo Guraieb
	Title:

	 	Title: Vice President
	

	 	Chief Commercial Counsel








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Exhibit 1 — ATC Construction Specifications




Septiembre 25, 03




ATENCIÓN:




ROMEO OROZCO



Para los sitios que por decisión propia de Nextel de México sean construidos y
a su vez se consideren como posible Nuevo Sitio a Compra Purchased New Tower
según el Master Site Construction Agreement con fecha de Diciembre 17, 2002.



Y por acuerdo a la fecha del presente septiembre 25, 2003 se deberá considerar
como es Especificación Mínima de ATC (exhibit 10) específicamente al apartado 6
que corresponde a Cargas, Altura, y Extensiones de Torres. A continuación se
enlistan:





	 	•	 	Altura Mínima en Ciudad y Rural, Backbone : 36.00 mts
	 
	 	•	 	Tipo de torre : Arriostrada, Autosoportada, Monopolo.
	 
	 	•	 	Diseño por Viento : CFE, 200 Años, 3 Segundos
	 
	 	•	 	Cargas de diseño :



	 	 	 
	Torre para Ciudad

	 	Torre Backbone
	 	 	 
	2 Plataformas para RF

	 	1 Plataforma para RF
	 	 	 
	8 MW de 4’

	 	4 MW de 10’
	 	 	 
	

	 	8 MW de 4’





Para cualquier informacion adicional que se requiera por favor haganmelo saber.




Saludos



Brian Murphy

American Tower de Mexico




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