exv10w2



 






Amendment 007A to the iDEN Infrastructure Equipment Supply Agreement




Exhibit 10.2




CONFIDENTIAL TREATMENT REQUESTED



Confidential material has been separately filed with the Securities and Exchange Commission under
an application for confidential treatment. Terms for which confidential treatment has been
requested have been omitted and marked with an asterisk [*].




FORM OF

AMENDMENT 007A

TO THE

IDEN INFRASTRUCTURE EQUIPMENT SUPPLY AGREEMENT



This Amendment 007A to the iDEN Infrastructure Equipment Supply Agreement (“Amendment”) is
effective as of September 28, 2006 (“Effective Date”) between Motorola, Inc., a Delaware
corporation, by and through its Networks business, with offices at 1421 W. Shure Drive, Arlington
Heights, Illinois 60004 (“Motorola”), and each company listed on Schedule A (the “Nextel
Subsidiary”), and NII Holdings, Inc. (formerly known as Nextel International, Inc.), a Delaware
corporation, with offices located at 10700 Parkridge Boulevard, Suite 600, Reston, VA 20191 (the
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 and Customer previously entered into the iDEN Infrastructure Equipment Supply
Agreement effective as of June 30, 2000. (The iDEN Infrastructure Equipment Supply Agreement, as
amended, shall be referred to herein as the “Existing Agreement”);



WHEREAS, Motorola and Customer previously entered into Amendment No. 006 to the iDEN Infrastructure
Equipment Supply Agreement dated effective as of the 1st day of January, 2005, which
extended the term of the agreement described in the foregoing recital through December 31, 2007;
and



WHEREAS, Motorola and Customer wish to further extend the term of the Existing Agreement through
December 31, 2011, under terms as modified in this Amendment.



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 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






	 	A.	 	Section 6.4 of the Existing Agreement is replaced in its entirety by the following:






	 	“6.4	 	 Effective September 28, 2006, Motorola will not increase the Price Book
prices on Motorola-manufactured iDEN infrastructure equipment unless unit
sales volume of that equipment in any year becomes less than [*]% of the
[*] unit sales volume of that equipment. [*] The price increase from
September 28, 2006 to December 31, 2011 will be capped at [*]% over the 2006
Price Book price for







 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




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Amendment 007A to the iDEN Infrastructure Equipment Supply Agreement





	 	 	 	the Motorola-manufactured iDEN infrastructure
equipment.






	 	 	 	For purposes of this Section 6.4, “Motorola-manufactured Equipment” shall
mean all of the Equipment that prior to or as of September 28, 2006 has been
or is directly manufactured by Motorola. Motorola-manufactured Equipment
shall also include Equipment being manufactured by third parties controlled
by, or under common control with, Motorola.”






	 	B.	 	The following is included as Section 8.8 of the Existing Agreement:






	 	“8.8	 	 Notwithstanding any other provision of this Agreement, the warranty
under this Section 8 is transferable upon the purchase or sale of Equipment
by Customer from or to any of the NII Affiliates in the cases of excess
equipment or re-use of existing equipment, provided that Motorola may
reasonably require re-certification of any such purchased or sold Equipment
prior to transfer of the warranty. Further, applicable warranty on existing
or new Equipment shall not be void upon such purchase or sale of excess or
re-usable Equipment, provided that Motorola may reasonably require
re-certification of any such purchased or sold Equipment as a condition to
continuation of the warranty. Motorola is under no obligation to support or
warrant equipment that has been procured by Customer from third-parties.
Use of third-party-supplied infrastructure equipment in combination with
infrastructure equipment supplied by Motorola my void the warranty on the
Motorola-supplied equipment.”






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






	 	“28.	 	 The term of this Agreement shall be from June 30, 2000 until
December 31, 2011.”






	3.	 	IPL Pricing Adjustments
	 
	 	 	IPL Monthly Price-Per-Subscriber Calculation






	 	A.	 	The IPL calculation described in Section 3.B of Amendment No. 6 to the Existing
Agreement (“Amendment 6”) will continue in effect until December 31, 2011, except that
the per-Subscriber IPL price limits specified in that Section will no longer be
applicable after any calendar year during which Motorola’s worldwide aggregate dollar
volume of iDEN infrastructure sales becomes less than [*]% of Motorola’s [*] worldwide
aggregate dollar volume of iDEN infrastructure sales. For purposes of this Section,
iDEN infrastructure sales include any sales of iDEN infrastructure hardware, software
and services. (The existing per-Subscriber IPL price limits under Section 3.B of
Amendment No. 6 are $[*] for [*] or less Nextel International Entities Net Adds, $[*]
for more than [*] and less than [*] Nextel International Entities Net Adds, and $[*]
for more than [*] Nextel International Entities Net Adds.) If the IPL price limits
become inapplicable in accordance with this paragraph, the per-Subscriber IPL price
will be set at $[*] per Subscriber.
	 
	 	B.	 	For purposes of determining Nextel International Net Adds as described in
Section 3.B of Amendment 6, “Nextel International Entities” will continue to be
defined as (a) the Nextel Subsidiaries and (e) the respective Affiliates of any of
those entities. Neither Centennial Cayman Corp. Chile, S.A., nor any other subsidiary
or affiliate of NII beyond those specifically mentioned in the previous sentence will
be included for purposes of determining Nextel International Net Adds.







 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




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Amendment 007A to the iDEN Infrastructure Equipment Supply Agreement





	 	C.	 	The minimum IPL fee set forth in Section 3.D of Amendment 6 will continue in
effect for each year of the extended term of the Existing Agreement under this
Amendment (that is, through December 31, 2011).






	4.	 	SMP Pricing Adjustments




The Section of Amendment 6 entitled “SMP Pricing Adjustments,” will continue in effect in its
entirety for each year of the extended term of the Existing Agreement under this Amendment (that
is, through December 31, 2011), except that:










	 
	 	 	[*]
















	5.	 	iDEN Development Program




Motorola will maintain a development program for new features, maintenance, and support of existing
iDEN infrastructure products in the field worldwide through 2011. Motorola will forecast aggregate
sales of iDEN hardware, software and services (excluding any such sales related to Harmony) prior
to each calendar year during the term of this Agreement, and will allocate approximately [*] to
[*]% of the forecasted amount to the funding of the development program for that year.



Motorola may be required to charge non-refundable amounts for development of unique features.
Maintenance of the iDEN development program under this section is not a commitment to deliver
general features, and Motorola makes no assurance that any specific features will be supplied
during a given period.





	6.	 	[*]
	 
	7.	 	[*]






	8.	 	Hardware and Software Feature Development




The completion of any committed Hardware and Software Feature development on Motorola’s
roadmap that has not been completed at the time Motorola elects to stop delivering proprietary iDEN
infrastructure equipment to Customer [*], but will instead be subject to mutual agreement of
Customer and Motorola.






 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




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Amendment 007A to the iDEN Infrastructure Equipment Supply Agreement





	9.	 	Adequate Production Capacity






	 	A.	 	With respect to iDEN infrastructure products (including Equipment and SMP)
for which Motorola is the sole-source supplier to Customer, Motorola will maintain
sufficient manufacturing capacity within Motorola’s manufacturing resources (including
its contract manufacturers) to supply those products to Customer in order for Customer
to meet its forecasts and updated forecasts during the Term of the Agreement, subject
to the terms in Subsection 8.b. below.
	 
	 	B.	 	Motorola will not be considered delinquent or in breach of the above
manufacturing capacity obligations for a product if:






	 	1.	 	Customer fails to provide forecast of equipment requirements
at least 6 months prior to the requested shipment dates.
	 
	 	2.	 	Customer fails to issue a Purchase Order within the following lead times:






	 	a.	 	at least 13 weeks prior to the requested
shipment dates for orders that have been included in the forecast as
described in paragraph 1 above.
	 
	 	b.	 	at least 20 weeks prior to the requested
shipment dates for orders that have not been forecasted as described in
paragraph 1 above.






	 	4.	 	The aggregate quantities for an item in NII Affiliates’
current 6-month forecast are more than [*]% higher than the aggregate
quantities for that same item included in NII Affiliates’ most recent previous
6-month forecast; or
	 
	 	5.	 	The quantity of a specific item contained in the
collective Purchase Orders of all NII Affiliates is more than [*]% higher than
the quantity for that same item contained in the applicable 6-month forecast
for all NII Affiliates.






	10.	 	Infrastructure Production and product Support




Motorola commits to make available to Customer Motorola-manufactured infrastructure products and
spares (either directly or through a third-party supplier) at least through December 31, 2011
(“Minimum Product Availability Period” or “MPAP”). Motorola shall provide an option for a last-time
buy at the end of this period. Motorola shall provide maintenance and support services for such
products through the CNRC under the pricing terms outlined in the Existing Agreement through
December 31, 2011.



Within the last twelve (12) months of the MPAP, or after the MPAP, if Motorola decides to
discontinue manufacturing infrastructure hardware, Motorola will provide Customer with twelve (12)
months’ advance
notice thereof (the “End of Sale Notice”) to permit Customer to place a last-time buy order within
twelve (12) months after receipt of such notice. Customer will have an additional six (6) months
after the End of Sale Notice period to take delivery of such hardware.





	11.	 	Prospective Effect




The terms of this Amendment will apply prospectively from the Effective Date of this Amendment, and
will not apply to transactions conducted under the Existing Agreement prior to the Effective date.







 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.





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Amendment 007A to the iDEN Infrastructure Equipment Supply Agreement





	12.	 	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 representations, whether oral or written and whether or not executed by Customer and Motorola.
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 and Customer have entered into this Amendment this 28th day of
September, 2006.




	 	 	 	 	 	 	 	 	 	 	 
	NII HOLDINGS, INC.	 	 	 	MOTOROLA, INC.	 	 
	 	 	 	 	 	 	Networks & Enterprise	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:	 	 	 	 	 	Name: Charles F. Wright	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

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	Date:

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	NEXTEL SUBSIDIARY	 	 	 	MOTOROLA, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:	 	 	 	 	 	Name: Jon Meyer	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

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