##### 



EXHIBIT 10.2

Confidential: Use or disclosure of this document is subject to the restriction of the Confidentiality Statement

AMENDMENT 004
AVAILABILITY/OUTAGE GOALS FOR 2002
TO
iDEN INFRASTRUCTURE [*] SUPPLY AGREEMENT
BETWEEN
MOTOROLA INC.
AND
NEXTEL COMMUNICATIONS INC.

This Amendment is between Motorola, Inc., a Delaware corporation (Motorola),
and Nextel Communications, Inc. (Customer) and amends the iDEN Infrastructure
[*] Supply Agreement dated as of April 13, 1999, as previously amended ([*]
Supply Agreement).

WHEREAS, the parties have mutually agreed to enter into this amendment to the
[*] Supply Agreement in order to encourage efforts to enhance the reputation of
iDEN in the United States market place by establishing improvement plans for
Customer operations and Motorola support of Customers iDEN systems in the
United States; and

WHEREAS, the parties previously set system availability and outage goals and
penalties for 1999, 2000, and 2001 and they now want to set new goals and
penalties for 2002; and

WHEREAS, this Amendment shall (i) set joint Customer/Motorola 2002 system
availability goals (Overall System Uptime) and penalties if they are not
reached and 2002 system outage (System Outages) penalties by Motorola and
(ii) supersede the availability and outage goals and penalties set for 1999,
2000, and 2001; and

WHEREAS, the parties agree to jointly develop plans and procedures capable of
meeting the Overall System Uptime goals and dramatically reducing System
Outages; and

NOW THEREFORE, in consideration of their mutual promises the parties agree as
follows.

I.     OVERALL SYSTEM AVAILABILITY



| | A. |  | System availability will be measured on a 24-hour basis as
reported in the customer Uptime Report. The system availability
measurement for penalty purposes shall only be based on the period
between the hours of 5:00 AM and 11:00 PM. On a monthly basis
Customer will identify those outages on the Uptime Report Customer
feels are Motorolas obligations, provide the Uptime Report to
Motorola, and Motorola and Nextel will mutually agree to those outages
for which Motorola is responsible.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                |  |   |  |                      
|--------------- |  | - |  | ---------------------
|Motorola/Nextel |  |   |  | Amendment 004 to iDEN
|2/18/02         |  | 1 |  | [*] Supply Agreement 

[*] Confidential portion omitted and filed separately with the commission pursuant to an application
for confidential treatment pursuant to Rule 24b-2 under the Securities and Exchange Act
of 1934, as amended.





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##### 



Confidential: Use or disclosure of this document is subject to the restriction of the Confidentiality Statement



| | B. |  | Motorola and Customer jointly agree the monthly goals for Overall
System Uptime between the hours of 5:00 AM and 11:00 PM for 2002 and
shall be based solely on [*] The goals shall be:
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    |     |  |  | 
|--- | --- |  |  | 
|1.  | [*] |  |  | 
|2.  | [*] |  |  | 
|3.  | [*] |  |  | 
|4.  | [*] |  |  | 
|5.  | [*] |  |  | 
|6.  | [*] |  |  | 
|7.  | [*] |  |  | 
|8.  | [*] |  |  | 
|9.  | [*] |  |  | 
|10. | [*] |  |  | 
|11. | [*] |  |  | 
|12. | [*] |  |  | 



| | C. |  | [*]
| | -- |  | ---
|
| | D. |  | [*]

|   |     |  |  | 
|-- | --- |  |  | 
|1. | [*] |  |  | 
|  
|2. | [*] |  |  | 
|  
|3. | [*] |  |  | 
|  
|4. | [*] |  |  | 

|                |  |   |  |                      
|--------------- |  | - |  | ---------------------
|Motorola/Nextel |  |   |  | Amendment 004 to iDEN
|2/18/02         |  | 2 |  | [*] Supply Agreement 

[*] Confidential portion omitted and filed separately with the commission pursuant to an application
for confidential treatment pursuant to Rule 24b-2 under the Securities and Exchange Act
of 1934, as amended.







---



##### 



Confidential: Use or disclosure of this document is subject to the restriction of the Confidentiality Statement

II.     SYSTEM OUTAGE



| | A. |  | System Outage Penalty
| | -- |  | ---------------------

|   |  |                                                                                           
|-- |  | ------------------------------------------------------------------------------------------
|1. |  | Motorola will pay Customer on a per hour basis for
each system outage as defined below [*]

|   |     |  |  | 
|-- | --- |  |  | 
|a) | [*] |  |  | 
|b) | [*] |  |  | 
|c) | [*] |  |  | 
|d) | [*] |  |  | 
|e) | [*] |  |  | 
|f) | [*] |  |  | 

|   |  |                                                                                                                                                                                                                                                                    
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. |  | [*]                                                                                                                                                                                                                                                                
|  
|3. |  | [*]                                                                                                                                                                                                                                                                
|  
|4. |  | The above penalties will be assessed upon
notification to Motorola CNRC by Nextel of an event and
continue until such event has been corrected and the element is
deemed to be in service and fully functional, less any time
required to collect failure logs. [*]
|  
|5. |  | [*]                                                                                                                                                                                                                                                                



| | B. |  | System Outage Exclusions
| | -- |  | ------------------------

|   |     |  |  | 
|-- | --- |  |  | 
|1. | [*] |  |  | 
|2. | [*] |  |  | 
|3. | [*] |  |  | 
|4. | [*] |  |  | 
|5. | [*] |  |  | 
|6. | [*] |  |  | 
|7. | [*] |  |  | 
|8. | [*] |  |  | 
|9. | [*] |  |  | 

|                |  |   |  |                      
|--------------- |  | - |  | ---------------------
|Motorola/Nextel |  |   |  | Amendment 004 to iDEN
|2/18/02         |  | 3 |  | [*] Supply Agreement 

[*] Confidential portion omitted and filed separately with the commission pursuant to an application
for confidential treatment pursuant to Rule 24b-2 under the Securities and Exchange Act
of 1934, as amended.







---



##### 



Confidential: Use or disclosure of this document is subject to the restriction of the Confidentiality Statement

|    |     |  |  | 
|--- | --- |  |  | 
|10. | [*] |  |  | 
|   
|11. | [*] |  |  | 
|   
|12. | [*] |  |  | 

III. GENERAL

| | A. |  | [*]
| | -- |  | ---
|
| | B. |  | [*]



|   |  |     |  | 
|-- |  | --- |  | 
|1. |  | [*] |  | 
|2. |  | [*] |  | 

|
|
|

|   |  |     |  | 
|-- |  | --- |  | 
|1. |  | [*] |  | 



| | D. |  | Infrastructure Notice of Claim
| | -- |  | ------------------------------

|   |  |                                                                                                                                                                                                                                                                                                                                      
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | Customer must make notice of claim in writing to
Motorola monthly (by the 7th day of the following month).
Such claim must be signed by the Nextel Director of NTS or
his/her designee. The Motorola Vice President of Sales and
Operations for Nextel or his/her designee shall endorse the
claim to indicate Motorolas acceptance.
|2. |  | Nextel and Motorola will use a predefined, agreed
upon, written process for calculating monthly outages and
penalties.                                                                                                                                                                                                               
|3. |  | Motorola agrees to distribute all direct cause
outage reports to the Chief Operating Officer, Chief
Technology Officer, Executive Vice President of Engineering
and Operations, and the Vice President and Director of
Operations at Customer.                                                                                       



| | E. |  | Other Provisions
| | -- |  | ----------------

|   |  |                                                                                                                                                                                                                                                                                              
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | The parties recognize that to insure minimum
restoration time, it may be necessary to forego collection of
valuable trace data that would allow for root cause analysis.
If customer desires to extend outage duration to collect trace
data, Motorola liability terminates upon such notice.

|                |  |   |  |                      
|--------------- |  | - |  | ---------------------
|Motorola/Nextel |  |   |  | Amendment 004 to iDEN
|2/18/02         |  | 4 |  | [*] Supply Agreement 

[*] Confidential portion omitted and filed separately with the commission pursuant to an application
for confidential treatment pursuant to Rule 24b-2 under the Securities and Exchange Act
of 1934, as amended.







---



##### 



Confidential: Use or disclosure of this document is subject to the restriction of the Confidentiality Statement

|   |  |                                                                                                                                                                                                                  
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. |  | The compensation provisions in this Amendment are
effective upon execution of this Amendment, but are made
retroactive to January 1, 2002. These penalty provisions shall
be in effect through December 31, 2002.

|   |  |                                                                                                                                                                                                                                                                                            
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|F. |  | Extension of Penalty Provisions                                                                                                                                                                                                                                                            
|   |  | The parties agree to negotiate in good faith on modification or
extension of these provisions beyond End of the Year 2002 based on
perceived benefit of these provisions and changes in system
performance. A formal review of the penalty program will be conducted
at the end of Q4 2002.
|  
|G. |  | Dispute Resolution                                                                                                                                                                                                                                                                         
|   |  | Disputes and Dispute Resolution with regards to this Penalty/Incentive
program will be resolved as outlined in paragraph 30.0 of the [*]
Infrastructure Supply Agreement.                                                                                                                  

The iDEN Infrastructure [*] Supply Agreement shall remain in full force and
effect except as expressly amended hereby.

IN WITNESS WHEREOF, this Amendment has been executed and delivered by the
parties set forth below.

|                                             |  |                                             
|-------------------------------------------- |  | --------------------------------------------
|Motorola, Inc.                               |  | Nextel Communications, Inc.                 
|                                            
|By: /s/Charles Wright
(Authorized Signatory) |  | By: /s/ Mark C. Beecy
(Authorized Signatory)
|                                            
|Name: Charles F. Wright                      |  | Name: Mark C. Beecy                         
|                                            
|Title:  Sr. V.P. & GM GTSS-NA                |  | Title: V.P. Supply Chain Management         
|                                            
|Date: 3/22/02                                |  | Date: 3/15/02                               

|                |  |   |  |                      
|--------------- |  | - |  | ---------------------
|Motorola/Nextel |  |   |  | Amendment 004 to iDEN
|2/18/02         |  | 5 |  | [*] Supply Agreement 

[*] Confidential portion omitted and filed separately with the commission pursuant to an application
for confidential treatment pursuant to Rule 24b-2 under the Securities and Exchange Act
of 1934, as amended.