Amendment Agreement No. 1 to Purchase and License Agreement



 EXHIBIT 10.2 
  
 Note: Portions of this exhibit indicated by “[*]” are subject to a confidential treatment request, and have been omitted from
this exhibit. Complete, unredacted copies of this exhibit have been filed with the Securities and Exchange Commission as part of this Company’s confidential treatment request. 
  
 “AMENDMENT AGREEMENT NO. 1” 
  
 This Amendment Agreement No. 1 to the FWA PLA, dated as of September 15, 2003 (the “Amendment Agreement No.1”), is
entered into among Nortel Networks Limited (“NNL”), Nortel Networks de México, S.A. de C.V. (“NN Mexico” and, together with NNL, “Nortel Networks”), and Axtel, S.A. de
C.V. (the “Customer”). 
  
 WHEREAS, the parties
entered into a Purchase and License Agreement for FWA equipment, dated as of March 20, 2003 (the “FWA PLA”), regarding the supply of telecommunications transmission equipment and related services from Nortel Networks to the
Customer; 
  
 WHEREAS, the Customer wants to increase the purchase volume
of FWA Equipment (as defined in section 2.1.2 of Annex D of the FWA PLA) as set forth in this Amendment Agreement No. 1; 
  
 WHEREAS, the parties want to amend the FWA PLA exclusively in connection to the incremental volume for the supply of FWA Equipment and the payment terms applicable
to said incremental volume as set forth in this Amendment Agreement No. 1; 
  
 NOW, THEREFORE, the parties hereto hereby agree as follows: 
  

	 	1.	The parties hereby agree that under the FWA PLA, the Customer may purchase additional FWA Equipment beyond the minimum purchase commitment established in Annex H of the FWA PLA; in
accordance with the foregoing, the Customer will purchase the FWA Equipment (the “Incremental FWA Equipment”) specified in Attachment A to this Amendment Agreement No.1 (hereinafter Attachment “A”) by placing
incremental Purchase Orders as scheduled in Attachment “A” (hereinafter the “Incremental Orders”). Pursuant the terms set forth in Section 18.4 of the FWA PLA, the Parties hereby agree that such Incremental
FWA Equipment will have special payment and delivery terms, which are set forth in the Attachment “A” of this Amendment Agreement No. 1, therefore, the Parties agree that all the terms and conditions of the FWA PLA shall apply to the
Incremental Orders except for those specific delivery and payment terms referenced in the Attachment A. 

  
 1.1. Incremental Orders for Incremental FWA Equipment shall only be placed and/or accepted within a given year after all Purchase Orders for the Total
Annual Minimum Commitment of the FWA PLA for that year have been placed. 







 1.2. All FWA Equipment Purchase Orders shall clearly state their reference to; a) Orders corresponding to
Annex H Purchase Commitment of the FWA PLA, b) Purchases within the original context of the FWA PLA or c) Orders corresponding to the specific conditions of this Amendment Agreement No. 1. 
  

	 	2.	The parties hereby agree that the payment terms specified in Attachment A will apply exclusively for the Incremental Orders specified in Attachment A; provided, however, that
the Customer: (a) complies with the Purchase Commitment established in Annex H; and (b) places the Incremental Orders according to the schedule specified in Attachment A. 

  

	 	3.	The parties hereby agree that if the Customer fails to place the Incremental Orders as described in Attachment A and/or fails to meet the payment schedule for the Incremental FWA
Equipment as described in Attachment A; this agreement will loose all force and effect fifteen (15) working days after written notification has been provided to the Customer by Nortel Networks, unless Customer cures such breach in the fifteen (15)
working days period; and: 

  

	 	(i)	all the original terms and conditions established in the FWA PLA for the purchase of FWA Equipment will apply. 

  

	 	(ii)	Nortel Networks will not reimburse the payment of the one-time capacity charge specified in section 7 below to the Customer. 

  

	 	(iii)	Nortel Networks will procure from the payments made by Customer to Nortel Networks for the Incremental FWA Equipment, all the proven and confirmed expenses and costs incurred as
well as a reasonable provision for all likely future expenses and costs to be incurred by Nortel Networks in its efforts to achieve the delivery profile in Attachment A (the “Special Expenses”), provided that such expenses
and costs incurred to date shall be proved by Nortel Networks to the Customer by the production of a third party invoice and provided that a list explaining the provision for future expenses and costs shall be provided by Nortel Networks.


  

	 	(iv)	Nortel Networks shall, at its sole discretion, deliver to Customer the Incremental FWA Equipment paid and guaranteed by Customer, which can be manufactured by Nortel Networks after
taking the Special Expenses mentioned in section (iii) above or return the outstanding balance after taking the Special Expenses mentioned in section (iii), in such event, Nortel Networks shall return to Customer such outstanding balance in a period
no longer than 180 days after the cure period mentioned in this Section 3. 

  

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	 	(v)	After the return of the outstanding balance mentioned in section iv), Nortel Networks will procure from the provision mentioned in section iii) all further proven and confirmed
expenses and costs incurred, provided that such expenses and costs incurred shall be proved by Nortel Networks to the Customer by the provision of a third party invoice. Nortel Networks shall return the outstanding balance of the provision mentioned
in section iii) in a period no longer than 365 days after the cure period mentioned in section 3. 

  

	 	4.	All Incremental Orders shall reference this Amendment Agreement No. 1 and shall comply with the Order Procedure specified in Annex E of the FWA PLA. All Incremental Orders are
totally binding and non-cancelable. 

  

	 	5.	Any change to the Incremental Orders shall be made pursuant the terms set forth in Section 2.7 of the FWA PLA. 

  

	 	6.	Nortel Networks shall make reasonable commercial efforts to deliver the Incremental FWA Equipment in accordance with the delivery schedule set forth in Attachment A of this
Amendment Agreement No.1. Delivery locations shall be as per Annex E of the FWA PLA. 

  

	 	7.	In exchange of Nortel Networks’ considerations set forth in Sections 8 and 9 below, and in order to facilitate the Incremental FWA Equipment delivery profile outlined in
Attachment A, the Customer shall pay Nortel Networks a one-time non-reimbursable capacity charge of [*] dollars of the United States of America [*] in three installments as per the payment schedule defined in Attachment A. If after paying the first
or first and second of the three installments the Customer fails to make the outstanding installment(s), the RSS delivery profile shall reduce to a volume of no more than [*] units per month from April 2004 and the installment(s) already paid will
be forfeited. 

  

	 	8.	Nortel Networks hereby waives the requirement specified in Annex H Section 1 f) for Customer to purchase [*] compact RSS brackets. 

  

	 	9.	Nortel Networks will make available to Customer at no charge approx. [*] currently at a third party repair facility in Mexico. These units require an unknown level of repair to
return them to a usable state. Nortel Networks will make these units available “as is” with no warranty and accepts no liability for their current or future performance. Customer will be responsible for all repair costs associated with
returning these units to a functional state, disposal costs for units deemed unrecoverable, transportation costs associated with relocating these units to Customer’s premise and any storage charges incurred from September 15th 2003 until these
units are relocated to a Customer premise 

  

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	 	10.	This Amendment Agreement applies solely to the Incremental Orders as defined in Attachment A and shall terminate on completion of the delivery of the Incremental FWA Equipment
ordered. This Amendment creates no precedent for any future agreements or amendments with respect to the supply of FWA Equipment or Service. 

  

	 	12.	Except as otherwise provided in this Amendment Agreement, the FWA PLA shall remain in full force and effect, including all terms and conditions in connection to the supply of FWA
Equipment. 

  

	 	13.	Capitalized terms used in this Amendment Agreement shall have the meaning ascribed to those terms in the FWA PLA. 

  
 IN WITNESS WHEREOF, this Amendment Agreement was signed as of the date first above
written. 
  

									
	AXTEL, S.A. DE C.V.	 	 	 	NORTEL NETWORKS LIMITED
					
	 By:
	 	  

	 	 	 	 By:
	 	  


	 Name:
	 	 	 	 	 	 Name:
	 	 
	 Title:
	 	 	 	 	 	 Title:
	 	 Attorney-in-Fact

				
	 	 	 	 	 	 	 NORTEL NETWORKS DE MEXICO, S.A. DE C.V.

					
	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 Title:
	 	 

  

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