Amendment
006 to the iDEN Infrastructure Equipment Supply
Agreement
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 006
TO THE
IDEN INFRASTRUCTURE EQUIPMENT SUPPLY AGREEMENT
This Amendment
006 to the iDEN Infrastructure Equipment Supply Agreement
(“Amendment”) is effective as of January 1, 2005
(“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 (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. 005 to the iDEN Infrastructure Equipment Supply Agreement
dated as of the 15 th of
December, 2004, which extended the term of the agreement described
in the foregoing recital through December 31, 2005;
and
WHEREAS,
Motorola and Customer wish to further extend the term of the
Existing Agreement through December 31, 2007.
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:
Except as set
forth herein, all capitalized terms not defined herein shall have
the meanings given to them in the Existing Agreement.
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2.
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Modifications to Existing
Agreement
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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 and Nextel Communications, Inc.
(“NCI”) enter into a new supply agreement within the
120 day period before December 31, 2007, then this
Agreement will automatically be extended until the earlier of:
(i) the date upon which Customer and Motorola enter into a new
iDEN Infrastructure Equipment Supply Agreement (the “New
Supply Agreement”), (ii) 180 days after the date of
the new supply agreement between Motorola
Motorola Confidential
Proprietary
1
Amendment
006 to the iDEN Infrastructure Equipment Supply
Agreement
and NCI, or
(iii) June 30, 2008.”
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3.
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IPL Pricing
Adjustments
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A.
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Subscriber Count
Determination
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Commencing with the execution of
this Amendment, the DAP/HLR Subscriber count for Customer will be
determined on the third Friday of each month. The number of
Customer’s Subscribers determined on the third Friday of the
previous month will be subtracted from the number of Customer
Subscribers determined on the third Friday of the current month to
determine the net additional Subscribers of Nextel Subsidiary and
its Affiliates (“Nextel Subsidiary Net Adds”) during
the current month.
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B.
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IPL
Monthly Price-Per-Subscriber Calculation
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For
each of the years 2005, 2006 and 2007, Motorola will determine the
number of Nextel International Entities net additional Subscribers
(“Nextel International Entities Net Adds”) during the
year on a monthly basis by subtracting the total Nextel
International Entities Subscribers at the beginning of the year
from the total Nextel International Entities Subscribers determined
on the third Friday of each month during the year. “Nextel
International Entities” is defined as (a) Nextel
Communications Argentina S.A., (b) Nextel
Telecomunicações Ltda., (c) Comunicaciones Nextel de
Mexico, S. A. de C. V., (d) Nextel del Peru, S. A., and (e)
the respective Affiliates of any of these entities.
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If
the Nextel International Entities Net Adds for the year is [*] or
less, as determined on the third Friday of a given month during the
year, the IPL price per Subscriber for that month will be
[*].
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If
the Nextel International Entities Net Adds for the year is more
than [*] and less than [*], as determined on the third Friday of a
given month during the year, the IPL price per Subscriber for that
month will be [*] for each Subscriber over [*]. In the month where
Nextel International Entities exceeds the [*] total Nextel
International Entities Net Adds threshhold, the ratio of Nextel
Subsidiary Net
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