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AMENDMENT 001
TO
IDEN INFRASTRUCTURE SUPPLY AGREEMENT
BETWEEN
MOTOROLA, INC.
AND
NEXTEL INTERNATIONAL, INC.
AND
[See schedule Item 1]
This Amendment 001, is between Motorola, Inc. a Delaware corporation
("Motorola"), [See schedule Item 1] ("Customer") and Nextel International, Inc.
("Nextel International") and amends the iDEN Infrastructure Supply Agreement
effective as of June 30, 2000, ("Supply Agreement")
WHEREAS, the parties have mutually agreed to enter into this Amendment 001 to
the Supply Agreement in order to encourage efforts to enhance the reputation of
iDEN in [See schedule Item 3] market place by establishing improvement plans for
Customer operations and Motorola support of Customers iDEN systems in [See
schedule Item 3]; and
WHEREAS, this Amendment, 001 sets forth the terms and conditions of the Rebate
Program under the Supply Agreement.
NOW THEREFORE, in consideration of their mutual promises set forth herein and
for other good and valuable consideration received by each of them the parties
agree to amend the Supply Agreement as follows:
1. Existing Section 6.10 of the Supply Agreement is hereby deleted and
replaced with the following new Section 6.10:
6.10 Based on total shipments to the Nextel International entities
identified in Exhibit I in any year exceeding minimum levels as defined in
Exhibit I, the parties agree upon an Infrastructure Equipment rebate
program as set forth in Exhibit I that establishes and allocates the
benefits from greater than expected Infrastructure (i.e., FNE and IPL)
volume and level loading on the factory. This rebate shall replace all
previously negotiated infrastructure rebate or special discount
Infrastructure programs between the parties that are based on the volume of
Infrastructure purchases by Customer or Nextel International entities
identified in Exhibit I.
2. Existing Exhibit "I" to the Supply Agreement is hereby deleted and replaced
with the new Exhibit I attached hereto.
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3. The iDEN Supply Agreement shall remain in full force and effect except as
expressly amended hereby. This Amendment 001 is effective as of June 30,
2000, but its terms apply [ * ] for all Infrastructure shipments occurring
on or after [ * ].
IN WITNESS WHEREOF, This Amendment 001 has been executed and delivered by
the parties set forth below.
MOTOROLA, INC. NEXTEL INTERNATIONAL, INC.
By: By:
-------------------------------------------- ----------------------------------------------
(Authorized Signatory) (Authorized Signatory)
Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name
-------------------------------------------- ----------------------------------------------
Senior Vice President and
General Manager
Title: Network Solutions Sector Title:
-------------------------------------------- ----------------------------------------------
[See schedule item 1]
By: By:
-------------------------------------------- ----------------------------------------------
(Authorized Signatory)
Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name
-------------------------------------------- ----------------------------------------------
Global Account Manager
Nextel International, Inc.
Title: Network Solutions Sector Title:
-------------------------------------------- ----------------------------------------------
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* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
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EXHIBIT "I"
TO IDEN EQUIPMENT
PURCHASE AGREEMENT
BETWEEN
MOTOROLA, INC.
AND
NEXTEL INTERNATIONAL, INC.
AND
CUSTOMER
ANNUAL VOLUME INFRASTRUCTURE REBATE
1. Motorola shall give Nextel International an Infrastructure (i.e., FNE
and IPL) rebate as set forth below based on the net Infrastructure
equipment shipments (including all hardware, software and services) to
Nextel International operating companies as defined below annually in
excess of amounts shown below. Subject to meeting the minimum
Infrastructure purchase levels shown below during the relevant year in
aggregate the operating companies of Nextel International (Argentina,
Brazil, Mexico, Peru, the Philippines and Chile, excluding Canada and
Japan) ("NII Qualified Entities"), the amount of the Infrastructure
rebate earned on Infrastructure shipments in excess of said annual
thresholds shall be determined with reference to [ * ] set forth in
the table below:
Infrastructure Rebate [ * ] Amount Earned on Motorola Calendar Year
Eligible Shipments to NII Qualified Entities:
YEAR 2000 2001 2002 2003
---------------------------------------------------------------------
Infrastructure Rebate Amount [ * ] [ * ] [ * ] [ * ]
NII is entitled to an infrastructure rebate equal to the percentage shown above
on all amounts purchased by the NII Qualified Entities in aggregate in the
applicable year over $230 million dollars. Schedule I-1 attached hereto is an
Example 2000 Infrastructure Rebate Credit Calculation.
2. In consideration of this rebate Nextel International agrees that:
NII Qualified Entities will commit, in aggregate, to the following
minimum iDEN Infrastructure shipments from Motorola as follows:
YEAR AMOUNT
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* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
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2000 $230 million dollars
2001 $230 million dollars
2002 $230 million dollars
2003 $230 million dollars
In the event the minimum amounts shown above are not purchased each
year, Nextel International will pay a penalty in an amount equal to
[ * ] up to the maximum penalty shown.
YEAR AMOUNT MAXIMUM PENALTY
---- ------ ---------------
2000 [ * ] $[ * ]
2001 [ * ] $[ * ]
2002 [ * ] $[ * ]
2003 [ * ] $[ * ]
The penalties above will be assessed and invoiced on a quarterly basis
on year to date shipments. All payments shall be due Net [ * ] days.
If at the end of March of each year iDEN Infrastructure shipments to
NII Qualified Entities in aggregate are less than [ * ]% of the
minimum shipments amounts shown above, the penalty will be assessed
and involved based on the difference between actual shipments and
[ * ]% of the minimum shipments.
If at the end of June of each year iDEN Infrastructure shipments to
NII Qualified Entities in aggregate are less than [ * ]% of the
minimum shipments amounts shown above, the penalty will be assessed
and involved based on the difference between actual shipments and
[ * ]% of the minimum shipments.
If at the end of September of each year iDEN Infrastructure shipments
to NII Qualified Entities in aggregate are less than [ * ]% of the
minimum shipments amounts shown above, the penalty will be assessed
and involved based on the difference between actual shipments and
[ * ]% of the minimum shipments
Any penalties paid on a quarterly basis will be refunded within net 30
days if subsequent quarterly milestones are achieved within the same
calendar year.
3. The parties agree that:
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* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
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3.1 Within forty-five (45) days of receipt of Motorola's proposal, but
no earlier than November 1st of each preceding year, the parties will
agree as to the pricing and payment terms and order:
3.1.1 SMP on all existing equipment.
3.1.2 Field Support Personnel.
3.1.3 Hardware maintenance on all existing equipment.
3.1.4 Any Hardware or Software Special Programs agreed to by
the parties.
3.2 There will be no new changes on Equipment, Software or Service
pricing from the Agreement and Price Book, except for changes pursuant
to Section [ * ] of the Agreement.
4. For the purpose of calculation of Infrastructure rebates under this
Agreement shipments shall be measured based on the date Equipment
leaves Motorola's dock for Equipment and Software shipments, and from
the date services are invoiced for services.
5. The Infrastructure rebate shall be given in the form of credit for
purchases of new iDEN infrastructure equipment and may be applied to
any outstanding invoices.
6. This rebate is based upon shipments to current NII Qualified Entities
and will be subject to modification if Nextel International acquires
new properties or operating companies ("Additional NII Qualified
Entities"). In the event of Additional NII Qualified Entities, the
parties will negotiate in good faith the applicability of the terms
herein to the Additional NII Qualified Affiliates.
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* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
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SCHEDULE I-1
EXAMPLE 2000 INFRASTRUCTURE REBATE CREDIT CALCULATION
1. The actual 2000 "payout" of the accrued earned infrastructure rebate
will be paid quarterly, based on the ratio of infrastructure purchased
by the NII Qualified Entities in the prior quarter to the Nextel
International's markets yearly estimated purchases times the expected
Nextel International infrastructure rebate. Motorola may adjust the
infrastructure rebate payout downward if the estimated year end
infrastructure rebate expected to be earned by NII appears to be less
than the total expected infrastructure rebate payout shown in this
Exhibit. At the end of each year, a true up will be calculated and
Motorola will either grant NII an additional credit or NII shall pay
Motorola the amount of the excess credit granted over the amount
earned.
2. Based on the below assumptions, an example of this quarterly credit
would be calculated as follows:
Nextel International's markets purchase contracts and shipments in 2000: $[ * ]
Agreed upon Minimum Shipments: $[ * ]
Amount infrastructure rebate is calculated on: $[ * ]
Estimated infrastructure Rebate ([ * ]): $[ * ]
Quarterly Infrastructure rebate:
Nextel International's markets infrastructure purchases in prior quarter x
$[ * ] = Quarterly Infrastructure Rebate
----------------------------------------------------------------------
$[ * ]
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* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
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Agreement Schedule
Amendment 001 to
iDEN(R) Infrastructure Supply Agreement
The following is a schedule of omitted information in the attached form of
agreement for each of the agreements being filed pursuant to Item 601(a),
Instruction 2 of Regulation S-K. The items below correspond to the omitted
portions of the agreements in brackets.
A. Amendment 001 to iDEN Infrastructure Supply Agreement by and among
Nextel International, Inc, Motorola, Inc. and Nextel Argentina S.R.L.
Item 1 -- Entity Name: Nextel Argentina S.R.L.
Item 2 -- Local Address: Not used
Item 3 -- Country: Argentina
B. Amendment 001 to iDEN Infrastructure Supply Agreement by and among
Nextel International, Inc, Motorola, Inc. and Nextel Telecomunicacoes
Ltda.
Item 1 -- Entity Name: Nextel Telecomunicacoes Ltda.
Item 2 -- Local Address: Not used
Item 3 -- Country: Brazil
C. Amendment 001 to iDEN Infrastructure Supply Agreement by and among
Nextel International, Inc, Motorola, Inc. and Nextel de Mexico, S.A. de
C.V.
Item 1 -- Entity Name: Nextel de Mexico, S.A. de C.V.
Item 2 -- Local Address: Not used
Item 3 -- Country: Mexico
-----------------------------------
(R) Registered U.S. Patent & Trademark Office.
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D. Amendment 001 to iDEN Infrastructure Supply Agreement by and among
Nextel International, Inc, Motorola, Inc. and Nextel del Peru, S.A.
Item 1 -- Entity Name: Nextel del Peru, S.A.
Item 2 -- Local Address: Not used
Item 3 -- Country: Peru
E. Amendment 001 to iDEN Infrastructure Supply Agreement by and among
Nextel International, Inc, Motorola, Inc. and Nextel Communications
Philippines, Inc.
Item 1 -- Entity Name: Nextel Communications Philippines, Inc.
Item 2 -- Local Address: Not used
Item 3 -- Country: Philippines
