<PAGE> 1
EXHIBIT 10.2
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
iDEN(R) INFRASTRUCTURE EQUIPMENT SUPPLY AGREEMENT
This Agreement ("Agreement" or "Equipment Agreement") is between Motorola, Inc.,
a Delaware corporation, by and through its Network Solutions Sector, Customer
Solutions Group with offices at 1301 East Algonquin Road, Schaumburg, Illinois
60196 ("Motorola", which term shall also mean, where the context requires,
Motorola subsidiaries or subcontractors involved in providing services or
materials for this Agreement) and Nextel International, Inc. a company with
offices at 2001 Edmund Halley Drive Reston Virginia 20191 "Nextel International"
and [See Schedule Item 1] [See Schedule Item 2] ("Customer").
RECITALS:
Customer or its Affiliates have certain rights to use certain electromagnetic
radio frequencies licensed by the "Spectrum Regulatory Agency" and employs or
intends to employ such frequencies to operate iDEN Systems in the "Area" defined
below in Section 1.
Customer shall purchase and Motorola shall sell iDEN Systems pursuant to the
terms and conditions of this Agreement.
The Exhibits to this Agreement are incorporated by reference into the Agreement.
Motorola and Customer previously entered into a subscriber agreement, as
subsequently amended, for the sale by Motorola and purchase by Customer of
Subscriber equipment for use on the Systems (the "Subscriber Agreement").
AGREEMENT:
Now therefore, in consideration of the mutual obligations herein contained, the
parties agree as follows:
1.0 DEFINITIONS
Capitalized terms used in this Agreement and the Exhibits shall have the
following meanings:
--------------------------------
(R) Registered U.S. Patent & Trademark Office
Motorola/Nextel International/
[See Schedule Item 3] 1 Equipment Purchase Agreement
* 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.
<PAGE> 2
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
ACCEPTANCE TEST PLAN
The Acceptance Test Plan (ATP) is the plan in a Project Agreement or
Motorola Quotation for testing a new System or System Expansion. The ATP
consists of specific tests mutually agreed upon and selected from the
Generic Acceptance Test Plan (GATP) provided in Exhibit "C."
AFFILIATE
All wholly owned and majority owned and controlled affiliates of
Customer that operate solely in a country where the Customer operates.
AREA
The geographic area of any of the metropolitan market areas throughout
[See Schedule Item 3].
CHANGE ORDER
Any change agreed to in writing, by Customer and Motorola, that modifies
the type or quantity of Services set forth in a "Purchase Order" or
"Project Agreement", which terms are defined in Section 2.4.
COMMERCIAL SERVICE
The point at which Customer has the beneficial use of the System or any
when portion thereof is functional and operative. Beneficial use shall
be defined as when the System has one or more Subscribers, other than
Subscribers specifically connected as part of a test program.
CONDITIONAL ACCEPTANCE AND FINAL ACCEPTANCE
Conditional Acceptance of a System shall occur as follows:
With respect to new Systems, Conditional Acceptance shall occur [ * ]
shall occur and be evidenced by a notice signed by Customer when
Conditional Acceptance and substantially all Punchlist items have been
resolved.
Motorola/Nextel International/
[See Schedule Item 3] 2 Equipment Purchase Agreement
* 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.
<PAGE> 3
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
With respect to Expansion Product, in the event Customer purchases
Installation and Integration Services, including an ATP, from a Motorola
in-country subsidiary prior to the date of shipment, [ * ] above with
respect to the System.
For Expansion Product, Equipment or Software purchased without
Installation and Integration Services from a Motorola in-country
subsidiary, [ * ] and such Expansion Product, Equipment or Software
[ * ]. Motorola will warrant the functional operation of Equipment and
Software [ * ] so long as such Equipment and Software is installed by
the Customer [ * ].
CONFIDENTIAL INFORMATION
Software, Documentation, Interfaces, and Specifications and information
transferred pursuant to this Agreement which may include, without
implied limitation, formulas, processes, designs, photographs, plans,
samples, equipment, equipment performance reports, Subscriber lists,
pricing information, studies, findings, inventions, ideas, drawings,
schematics, sketches, specifications, parts lists, technical data,
databases, software in any form, flow charts, algorithms and other
business and technical information. The parties shall use reasonable
effort to mark all confidential information as confidential or
proprietary. Excluded from Confidential Information is that which (i)
the recipient had in its possession without confidential limitation
prior to disclosure, (ii) which is independently developed by the
recipient, (iii) which is known or becomes known to the general public
without breach of this Agreement, or (iv) which is received rightfully
and without confidential limitation by the recipient from a third party.
Confidential Information shall be subject to the requirements of Section
12 of this Agreement.
DOCUMENTATION
The documentation described in Exhibit "H".
EQUIPMENT
Goods, hardware, and products (other than Software) contained in the
Price Book or in a Project Agreement or Motorola Quotation which are
supplied by or through Motorola to be used in conjunction with and as
part of an iDEN System.
Motorola/Nextel International/ 3 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 4
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
EXPANSION PRODUCT
All Fixed Network Equipment, Software, and other products and services
purchased from Motorola to add to or expand a System.
FCA
When used herein shall be as defined in Incoterms 1990. Motorola shall
deliver to Customer's carrier at a manufacturing site or Motorola
facility.
FIXED NETWORK EQUIPMENT - FNE
"FNE" shall mean Motorola supplied Equipment integral to the iDEN
System, including the following major components: [ * ].
iDEN
iDEN is the trademark for Motorola's advanced integrated digital
enhanced network containing the radio-telephone and dispatch
communications system that is described in Exhibit "B".
IMPLEMENTATION SCHEDULE
The schedule set forth in the Project Agreement or Motorola Quotation
for the System or System Expansion.
INITIAL PROGRAM LOAD (IPL)
The Initial Program Load (IPL) Software is delivered with the System or
System Expansion, shall be the most current version of iDEN Software
that is in general release and includes the most current Software
necessary to support all major subsystems or components of the iDEN
System as identified in the Price Book, Project Agreement or Motorola
Quotation. A license fee for the System IPL is identified in the Price
Book. Exhibit "N" hereto sets forth alternate IPL license fees that may
be elected by Customer, in whole but not in part, if Customer meets the
qualifications set forth therein.
Motorola/Nextel International/ 4 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 5
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
INTERCONNECT CARRIER
Any local exchange carrier, inter-exchange carrier, or reseller of local
or inter-exchange service that is connected to a System.
INTERCONNECT FACILITIES
The medium connecting the iDEN Network Interconnect Switch to the public
switched telephone network or inter-exchange carrier network of any
Interconnect Carrier including termination facilities such as protected
termination blocks, end office termination repeaters and Channel Service
Units to permit direct connection to the System.
NII AFFILIATES
The term "NII Affiliates" shall mean collectively the following Nextel
International majority-owned subsidiaries: (1) Nextel Argentina S.R.L.,
(2) Nextel Telecomunicacoes Ltda., (3) Nextel de Mexico, S.A. de C.V.,
(4) Nextel del Peru S.A., (5) NEXTEL Communications Philippines, Inc.,
(6) the Nextel International Chile affiliate, and (7) the Nextel
International Uraguay affiliate.
PRICE BOOK
Motorola's iDEN(R) Infrastructure Price Book, which is kept by Motorola
on the iDEN web site for use in the United States and worldwide, as
appropriate, and updated periodically by Motorola.
PUNCHLIST
The list, prepared during the ATP and the [ * ] subsequent to the date
of Conditional Acceptance and finalized no later than [ * ] subsequent
to the date of Conditional Acceptance, which sets forth those items, if
any, identified by Customer in good faith and agreed to by Motorola
(which agreement Motorola shall not unreasonably withhold or delay)
where the System or System Expansion or Expansion Product fails to
comply with the applicable specifications and performance standards set
forth in Exhibit "B" and the ATP.
Motorola/Nextel International/ 5 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 6
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
RF
Radio Frequency.
SERVICES
Services shall be as defined in the Price Book or Motorola Quotation.
SITE
Each of the physical locations comprising the System, which contains
FNE, including the geographic location that houses the iDEN mobile
switching office equipment.
SMP
The Software Maintenance Program defined in Exhibit "E".
SUBSCRIBER
A person who uses the System entitling the System operator to revenue.
SOFTWARE
The object-code or, in limited cases, source code computer programs
furnished by Motorola to Customer for use solely in conjunction with the
specific FNE identified in the Price Book, Project Agreement or Motorola
Quotation and licensed under the terms and conditions of the Software
License in Exhibit "F".
SPECTRUM REGULATORY AGENCY
"Spectrum Regulatory Agency" shall mean the agency of the Government of
any country in the Area which is responsible for radio communications
administration and regulation.
SUBSCRIBER UNIT
Any manufactured and assembled, mobile or portable, iDEN
telecommunications unit intended for use by any Subscriber.
Motorola/Nextel International/ 6 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 7
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
SYSTEM
A "System" shall be defined as a specified grouping of Equipment,
Software and related Services for an MSO, RSO, or CSO supplied by or
through Motorola for the construction of a digital mobile network to
provide mobile integrated services for a geographic area utilizing the
basic iDEN technology platform.
SYSTEM EXPANSION
A "System Expansion" shall be defined as a specified grouping of
Equipment, Software and related Services for modification of an MSO,
RSO, or CSO utilizing the basic iDEN technology platform, and supplied
by or through Motorola as a single order or a group of related orders
which are received by Motorola within thirty (30) days from the date on
which Motorola received the first of such related orders, unless
otherwise agreed to, having an aggregate minimum purchase price of [ *
]. The specific grouping shall be ordered for the modification of the
existing design, or to increase the capabilities or capacities of
Customer's existing iDEN System.
SYSTEM INTEGRATION
"System Integration" shall be as defined in Section 2.2.2(a).
TECHNICAL DEFINITIONS
The definitions set forth in Exhibit "B" shall have the same meaning
herein.
2.0 SCOPE OF AGREEMENT: IMPLEMENTATION
2.1 Customer agrees to purchase/license from Motorola and Motorola
agrees to sell/license iDEN Systems, System Expansions,
Equipment, Software, and Services at prices set forth in the
Price Book or applicable Motorola Quotation. [ * ]. The prices
for goods and services set forth in the Price Book are set forth
in [ * ] unless specifically noted to the contrary. All Software
shall be licensed per the terms and conditions set forth in
Exhibit "F". All installation and integration of such iDEN
Systems, System Expansions, Equipment, and Software performed in
[See Schedule Item 3] and the performance of all other services
performed in [See Schedule Item 3] shall be by a Motorola
in-country subsidiary [ * ]. Notwithstanding any other
provisions of this
Motorola/Nextel International/
[See Schedule Item 3] 7 Equipment Purchase Agreement
* 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.
<PAGE> 8
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
Agreement to the contrary, all such services performed in [See
Schedule Item 3] shall be performed by such Motorola in-country
subsidiary [ * ].
2.2 System Strategy
2.2.1 System Integration: Motorola and Customer agree that
during the term of this Agreement Motorola will continue
to be the only System integrator for Customer's iDEN
Systems. "iDEN System Integration" shall include but not
be limited to System architectural design, FNE Testing,
iDEN standards, etc. All major iDEN switching components
that comprise the FNE will be procured through Motorola.
The parties agree to continue to work jointly to enhance
the iDEN technology by:
a) Consulting at [ * ]; and
b) Following the [ * ] process to define new features;
and
c) [ * ];
d) Pursuing an action plan to attain [ * ] via changes
in System design, System architecture, operational
procedures, and other vendors actions; and
e) Working to strengthen public awareness of the iDEN
brand.
2.2.2 Vendor Substitution: While the parties will continually
search the market for new vendors that can enhance
overall iDEN performance, changes in hardware and/or
software vendors [ * ]. If a change in hardware and/or
software vendor(s) is at the request of the Customer,
[ * ] multiple vendor(s), retrofit of existing Systems,
and [ * ] the introduction of an Alternative iDEN
Infrastructure Manufacturer.
2.3 Motorola and Customer shall each appoint a Program Manager for
each project. Each such Project Program Manager shall have the
responsibility to make good faith efforts to resolve problems
and disputes prior to initiating the dispute resolution
procedures set forth in Section 30. Other responsibilities are
as follows:
2.3.1 The responsibilities of the Motorola Program Manager
shall include:
Motorola/Nextel International/
[See Schedule Item 3] 8 Equipment Purchase Agreement
* 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.
<PAGE> 9
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
a. Serve as the primary Customer contact for the
project.
b. Serve as the focal point for all Motorola internal
plant and field issues.
c. [Intentionally Omitted]
d. Clarify the final definition of all Customer and
project requirements.
e. Establish a detailed project schedule and oversee
accomplishment of project milestones.
f. Establish the project team structure and staffing.
g. Establish and maintain project reporting and
measurement procedures.
h. Meet regularly with Customer's Program Manager to
review progress and project issues.
i. Facilitate within Motorola Customer's order
placement and order acceptance procedures.
2.3.2 The responsibilities of the Customer Program Manager
shall include:
a. Serve as primary Motorola contact for the project.
b. Serve as the focal point for all Customer internal
and field issues.
c. Schedule and oversee accomplishment of project
milestones.
d. Review and approve accomplishment of project
milestones.
e. Disseminate project reports and measurement
procedures within Customer's organization.
f. Approve all modifications to specifications.
g. Approve and acquire all Sites, notify the Motorola
Program Manager of Site availability, and
coordinate Motorola's access to the Sites.
Motorola/Nextel International/ 9 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 10
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
h. Meet regularly with the Motorola Program Manager to
review progress and project issues.
2.4 Customer shall order Equipment, Software, Services, and System
or Expansion Product on "Purchase Order(s)", defined below in
Section 2.4.1, provided however, that any such documents
incorporate this Agreement by reference and state that this
Agreement supersedes all terms and conditions of such document.
Purchase Orders shall identify quantities of goods and/or
services ordered and shall include shipping dates and/or
shipping locations. All prices shall be as set forth in the then
current Price Book or as specifically provided by Motorola in a
referenced "Motorola Quotation", defined below in Section 2.4.1.
For these purposes, the following statement on a Purchase Order
document shall suffice as such incorporation by reference and
supersession:
"All terms and conditions of the Nextel International,
Inc./ [See Schedule Item 1] / Motorola, Inc. iDEN(R)
Infrastructure Equipment Supply Agreement, dated
as of June 30, 2000, as amended, shall apply to this
purchase order and shall supersede and replace any
preprinted or other terms and conditions contained
herein."
Standard Equipment order lead times and installation period
shall be as set forth in the Price Book, as modified by Motorola
from time to time. If a Purchase Order makes reference to a
valid Motorola Quotation, such Motorola Quotation shall become
incorporated into such Purchase Order when the latter becomes
effective. At Customer's request, Motorola shall use
commercially reasonable efforts to reduce lead times. If
shortening any such lead time requires an extra fee, Motorola
shall provide Customer such option.
2.4.1 Additional Definitions:
(a) Authorized Signatory. For the purposes of Section 2.4, an
"Authorized Signatory" is a person authorized by Customer or
by Motorola to execute or acknowledge Purchase Orders,
Project Agreements, Motorola Quotations, or amendments
thereto. Each party shall provide the other written notice
of its respective Authorized Signatories and changes to
same.
Motorola/Nextel International/
[See Schedule Item 3] 10 Equipment Purchase Agreement
* 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.
<PAGE> 11
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
(b) Purchase Orders. A "Purchase Order" is a purchase order on a
form provided either by Customer or by Motorola, provided
that such form contains the preceding requirements for
incorporation by reference and supersession. A Purchase
Order may be either associated with a "Project Agreement",
defined below, or not so associated. A non-associated
Purchase Order will be billed [ * ] upon shipment, with
payment due within [ * ] of such invoice. A Purchase Order
in proper form and executed by Customer becomes effective
upon acceptance by Motorola pursuant to Motorola's order
acknowledgment procedures or other notification. For all
Customer purchases, Motorola shall provide acknowledgment to
both Customer and Nextel International. If Customer
subsequently requests a change to the scope of work required
pursuant to a Purchase Order, Motorola may propose
additional charges and address schedule impact for such
changed scope of work. All Purchase Orders or Change Orders
shall be signed by an Authorized Signatory of Customer.
(c) Project Agreements. "Project Agreements" are defined in
Exhibit "A". Project Agreements shall identify all Purchase
Orders related to the Project Agreement. The Project
Agreement is not intended as a reconciliation document, nor
is a Project Agreement intended for the purchase of
Equipment, Software, and/or Services. If Customer requests
changes to the scope of the work required for an executed
Project Agreement, Motorola may propose additional charges
and/or schedule revisions for such changed scope of work.
(d) Motorola Quotations. "Motorola Quotations" are quotations
provided by Motorola to Customer for Equipment, Software,
and/or Services that are not in the Price Book or require
customization or deviate in any way from standard product or
service offering detailed in the Price Book. Such quotations
may include related terms and conditions, including pricing.
All Motorola Quotations are subject to this Agreement, and
any terms and conditions in a Motorola Quotations
inconsistent with those in this Agreement are governed by
those in this Agreement. If after Motorola's acknowledgment,
Customer makes changes to the scope of the work required for
the Motorola Quotation, Motorola may propose additional
charges and/or schedule revisions. If requested by Customer,
Motorola shall use commercially reasonable efforts to seek
reduction of lead time on third party product impacting
Customer's schedule.
Motorola/Nextel International/ 11 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 12
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
2.4.2 Order Process
Purchase Orders for Price Book items may be completed by
Customer without the need for input from Motorola. Receipt of
Purchase Orders will be acknowledged by Motorola. Non-Price Book
items require a Motorola Quotation.
Project Agreements are created by Motorola using the form set
out in Appendix I to Exhibit "A" hereto and sent to Customer for
approval. Customer shall review all documents and indicate its
acceptance by signing and returning an executed copy to Motorola
or shall work with Motorola to achieve mutually acceptable
revisions to the proposed Project Agreement, after which both
Customer and Motorola shall execute such revised Project
Agreement.
2.4.3 Changes in Purchase Orders and Project Agreements
(a) Purchase Order Modification. Any modification after such
Purchase Order has been accepted by Motorola other than
cancellation shall be made only by written mutual agreement
accompanied by a revised or replacement Purchase Order
executed by an Authorized Signatory of Customer, except for
the type of changes set forth below ("Purchase Order
Adjustments"):
(i) Changes to Customer requested ship dates, not to
exceed [ * ] extension;
(ii) Changes to shipping locations to an alternate
authorized Customer location.
Purchase Order Adjustments may be made by the agreement of
one Authorized Signatory from Customer and one Authorized
Signatory from Motorola, provided that such agreement is
confirmed via contemporaneous faxed or emailed confirmations
exchanged between Customer and Motorola.
(b) Purchase Order Cancellation. Customer may cancel a Purchase
Order without charge up to [ * ] after the order, provided
that shipment has not occurred. Unless otherwise specified
in a proposal, reasonable and customary cancellation fees as
set forth in the Price Book shall apply.
Motorola/Nextel International/ 12 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 13
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
(c) Project Agreement Modification and Cancellation. Any
modification or cancellation of a Project Agreement shall be
made only by written amendment executed by Authorized
Signatories from each party. After the execution of a
Project Agreement or amendment, any change or cancellation
by Customer to an associated Purchase Order requires
execution by Customer and Motorola of an amendment to such
associated Project Agreement. Should such Purchase Order
change or cancellation by Customer change the Project in
such a way that the remaining associated Purchase Orders no
longer constitute a System or System Expansion, as defined
for the purposes of Exhibit "A", then the payment terms for
all such associated Purchase Orders shall revert to [ * ] of
the purchase price upon shipment. Customer shall pay such
invoices within [ * ] of issuance.
3.0 OBLIGATIONS OF CUSTOMER
Customer shall:
3.1 Design the RF coverage plan and frequency plan for each Area
including but not limited to Site location, frequencies at each
Site, RF coverage from each Site, co-channel interference caused
from one Site to another Site, co-channel interference from
non-Customer sites.
3.2 Procure necessary Spectrum Regulatory Agency radio station
licenses together with such other authorizations as may be
required to construct and operate the System, including without
implied limitation, Site building permits, zoning variances, and
any other required approval or authorizations from appropriate
government and other authorities, including but not limited to
the Spectrum Regulatory Agency, and any required authorizations
from any local agencies. Assume the responsibility for
interfacing with appropriate carriers and other providers for
the provision of Interconnect Facilities, electrical power and
Customer-supplied equipment in accordance with the
Implementation Schedule.
3.3 Make all legal arrangements and pay all expenses that may be
required, to Site owners or to others, to construct and operate
each Site in accordance with the provisions of this Agreement.
Motorola/Nextel International/ 13 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 14
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
3.4 Bear the costs of its own legal fees, as well as charges for
Site acquisition, Interconnect Facilities, telephone and utility
charges and other services and items being supplied by Customer
under this Agreement. Provide ingress and egress to Sites, as
requested by Motorola, and have Sites available for timely
installation of System Equipment.
3.5 Negotiate in good faith the Implementation Schedule and adhere
to the schedule for performance of the responsibilities set
forth therein.
3.6 Negotiate in good faith the Punchlist for the System or System
Expansion and Expansion Product prior to the expiration of the
[ * ] period following the date of Conditional Acceptance.
3.7 Not unreasonably withhold either Conditional or Final Acceptance
or any other approvals required under this Agreement.
3.8 Assume responsibility for diagnosis, analysis, isolation, and
remedy of problems in the Interconnect Facilities or at the
Interconnect Carrier side of the interface with the System.
3.9 Furnish necessary databases to Motorola in accordance with the
Implementation Schedule.
3.10 Make payments according to the schedule set forth in Section 6
of this Agreement.
3.11 [Intentionally Omitted]
3.12 Assume responsibility for lawful operation of the System.
3.13 Be responsible for the timely transportation of all Equipment
from the FCA shipment point to the sites. Be responsible for all
aspects of clearing the Equipment through customs.
3.14 Provide and assume all associated costs for warehousing,
storage, inventory, and staging of Equipment prior to transport
to the installation sites.
Motorola/Nextel International/ 14 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 15
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
3.15 Use reasonable best endeavors to provide secure covered storage
areas at each Site and unrestricted access to Motorola and its
identified Contractors (those Motorola has notified Nextel will
be going on the sites) to each Site on a 24-hour basis.
3.16 Furnish and install suitable environmental control facilities in
each building.
3.17 Provide telephone company network configuration including dial
plan and design.
3.18 Within [ * ] after the execution date of any Project Agreement
or Motorola Quotation, or at such time as may be agreed by
Customer and Motorola, make available the technical details of
any and all Customer-supplied equipment to which the System must
be interfaced. Also provide technical liaison personnel on a
full-time basis with the knowledge of Customer-supplied
equipment.
3.19 Provide any outside cable support bridges required, coaxial, and
transmission line access ports into the buildings, inside
conduit or cable ducts, any necessary inside floor trenches and
cable raceways required for installation.
3.20 Provide insurance coverage for all Equipment from FCA point.
3.21 In response to Motorola's reasonable request, use reasonable
best efforts to provide Motorola with information as may be
required to enable Motorola to comply with all applicable laws
and regulations.
3.22 [Intentionally Omitted]
3.23 Provide capable technical personnel in order to be trained in
the operation and maintenance of the System and to interface
with Motorola with regard to operational and maintenance issues.
3.24 Perform all other obligations set forth in this Agreement and
any other agreement delivered in connection herewith.
3.25 Provide forecasts in good faith for Equipment and Services,
addressing [ * ], provided that such forecasts shall not
constitute commitments to purchase Equipment and Services or to
submit orders for Equipment and Services. These forecasts may be
revised by the Customer at any time and for any reason.
3.26 Provide Motorola with reasonable notice of any anticipated delay
in Customer's performance hereunder.
Motorola/Nextel International/ 15 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 16
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
4.0 OBLIGATIONS OF MOTOROLA
Motorola shall:
4.1 [Intentionally Omitted]
4.2 Negotiate in good faith Implementation Schedules and perform
according to such Schedules.
4.3 Negotiate in good faith the Punchlist for the System or System
Expansion and Expansion Product prior to the expiration of the
[ * ] period following the date of each respective Conditional
Acceptance.
4.4 [Intentionally Omitted]
4.5 Keep Customer advised of modifications required on a timely
basis.
4.6 Provide, at a reasonable cost to Customer, a retrofit package
for any change in standards subsequently put into effect by the
industry, the government, regulatory agencies, as well as those
promulgated by Motorola.
4.7 Continue to develop operability and reliability improvements to
iDEN technology over time to reduce the Customer's cost of
ownership on a per Subscriber basis and continue to develop and
implement new feature functionalities agreed to by the parties
throughout the term of the Agreement.
4.8 When requested to by Customer, review the frequency plan
prepared by Customer or Customer's consultant at no additional
charge to Customer. Because of differences in radio coverage and
interference models and the timeframe of implementation, this
review will not be a complete detailed alternate engineering of
the System design, but rather a review of selected design
elements in sample areas. It is understood that Motorola's
obligation is only to review the frequency plan as an
accommodation to Customer. Motorola shall not recalculate or
verify the frequency plan preparer's work and shall have no
responsibility or liability whatsoever based on this review.
Motorola/Nextel International/ 16 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 17
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
4.9 Not divert to another customer any Equipment scheduled for
delivery to Customer pursuant to an accepted Purchase Order,
Project Agreement or Motorola Quotation without Customer's
approval.
4.10 Make spares and replacement parts available for [ * ] from the
date of this Agreement. Motorola may substitute equivalent
products subject to Section 9.0. Spare and replacement parts
prices shall be at the then current Motorola prices.
4.11 [Intentionally Omitted]
4.12 Use commercially reasonable efforts to accept Customer's orders
and to make timely delivery on the System or System Expansion
according to the Schedule set forth in the Implementation
Schedule.
4.13 Use commercially reasonable efforts to remedy all Punchlist
items, defects and problems during the warranty and maintenance
periods.
4.14 In response to Customer's reasonable request, provide Customer
with information known to Motorola which may be required to
enable Customer to comply with all applicable laws and
regulations.
4.15 Use skilled personnel, competent to perform assigned tasks.
4.16 Perform all other obligations set forth in this Agreement and
any other agreement delivered in connection herewith.
4.17 Provide Customer with reasonable notice of any anticipated delay
in Motorola's performance hereunder.
4.18 Prior to shipment Motorola will obtain type approval for any
Equipment sold herein that requires type approval in the Area.
4.19 For any new product development Motorola shall propose special
terms and conditions associated with the purchase of such new
product for the parties' approval.
4.20 All equipment sold to Customer hereunder is new and Motorola
will provide any documents which may be reasonably requested by
Customer evidencing this fact.
Motorola/Nextel International/ 17 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 18
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
4.21 At the time or times contemplated herein for the transfer of
title to any equipment included in the System, Motorola shall
convey to Customer all right in and good title to such equipment
by appropriate title documents. Title to Software shall not be
conveyed to Customer at any time.
5.0 SITE CONFIGURATIONS
This Agreement, and the prices provided in the Price Book, Project
Agreement and Motorola Quotation, are predicated on the use of certain
Site configurations provided by Customer. Customer is free to alter Site
configurations during the course of performance of this Agreement.
However, changes in site configurations may result in either increased
or decreased costs for BSC equipment, MPS equipment and other related
FNE.
6.0 PAYMENT AND PRICING
6.1 General Payment Terms
Customer shall pay to Motorola the price of subsystem Equipment
and Software components and related Services, as set forth in
the Price Book in effect at the time of such Equipment order or
applicable Motorola Quotation, and will use an appropriate
Company purchase order to order all Equipment, Software and/or
Services in United States dollars, according to the following
terms and payment schedules:
6.1.1 The Price Book contains standard lead times (which are
updated as market conditions change) and expedite fees
which are incorporated by reference herein. Motorola
does not warrant that lead times can be moved in. At
times Motorola can move in such lead times by paying
Motorola's suppliers expedite fees, paying for overtime
or other methods. If Motorola is requested to perform in
such times Customer shall pay the expedite fees set
forth in the Price Book. The lead times set forth in the
Price Book will be shown for both cases where the
product is forecasted and when it is not forecasted.
Motorola/Nextel International/ 18 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 19
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
6.1.2 For all [ * ] and for all [ * ] purchased by Customer
hereunder, Motorola shall invoice [ * ] of the purchase
price upon shipment. Customer shall pay such invoices
within [ * ] of issuance.
For all [ * ] purchased by Customer hereunder other than
[ * ] Motorola shall invoice [ * ] of the purchase price
upon shipment, [ * ] of the purchase price upon
Conditional Acceptance and [ * ] upon Final Acceptance.
[ * ] Customer shall pay such invoices within [ * ] of
issuance.
Motorola shall from time to time set credit limits for
Customer. The credit limits shall be communicated from
Motorola's iDEN controller to Customer and Nextel
International. Motorola reserves the right to change
these amounts based upon a change in credit condition.
Motorola shall notify Customer and Nextel International
in writing of any credit limit change. Customer and
Nextel International warrant that they will provide and
update all the relevant financial information needed or
requested by Motorola to make these credit decisions.
If (a) any of the credit limits are exceeded by Customer
or (b) if account is delinquent for Customer or any
other NII Affiliate doing business with Motorola, then
Motorola may require (after written notice and [ * ] to
cure) the Additional Assurance procedures set forth in
Section 6.9 before any subsequent shipment to Customer.
Motorola may hold shipments pending the receipt of
Additional Assurance if there is a material adverse
change in the business or financial condition of
Customer, any other NII Affiliate doing business with
Motorola, or Nextel International.
As long as the total of all billing disputes involving
Customer, any other NII Affiliate doing business with
Motorola, or Nextel International are less than [ * ],
Motorola will not request Additional Assurance until it
has used its best efforts to clear up any billing
disputes or delinquencies.
6.1.3 Taxes, duties and fees: Exclusive of corporate and
personal income taxes, all taxes applicable to this
transaction, including but not limited to sales, lease,
service rental, use, property, wage, occupation, value
added or similar taxes, customs and import duty, and any
similar provincial or local
Motorola/Nextel International/ 19 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 20
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
government obligations shall be borne by Customer. Upon
Motorola's request, Customer shall produce sufficient
evidence within [ * ] of such request to prove that
Customer has fulfilled its obligation relating to all
taxes, duties, and fees. If any such taxes, duties, or
fees are determined by the applicable taxing authorities
to be applicable to this transaction and,
notwithstanding Customer's responsibility, Motorola is
required to pay or bear the burden thereof, then the
prices set forth in the Price Book, Project Agreement or
Motorola Quotation shall be increased by the amount of
such taxes and any interest or penalty, and Customer
shall pay to Motorola the full amount of any such
increase no later than [ * ] after receipt of an
invoice. Motorola shall, where possible, use reasonable
efforts to minimize Customer's tax burden unless, in
Motorola's sole judgment, the effort and/or result would
be to Motorola's detriment.
6.1.4 The licensing fee for Software is set forth in the Price
Book. Subsequent purchases of Equipment, increases to
capacity, SMP renewals or new features [ * ], as set
forth in the Price Book or as specifically proposed by
Motorola. Exhibit "N" hereto sets forth alternate IPL
license fees that may be elected by Customer, in whole
but not in part, if Customer meets the qualifications
set forth therein. In the event there is an Alternate
Infrastructure Manufacturer, the parties shall agree to
a new method of [ * ] or, if the parties cannot agree,
revert to the [ * ] as it appears in the Price Book. All
Software shall be licensed per the terms and conditions
set forth in Exhibit "F".
The software [ * ] offered in Exhibit "N" is valid only
for the purchase of [ * ] as a package from Motorola. If
any Motorola [ * ] hardware is purchased directly from a
third party source, the [ * ] shall be charged in
addition to any applicable fees set forth in Exhibit
"N". Motorola does not accept any liability for System
integration or warranty obligation for such separately
purchased hardware or software, and if Motorola is
called on any warranty claim or other service request
involving such hardware or software, Customer [ * ] for
such calls.
6.1.5 Except as provided in Section 6.1.8, Customer shall pay
for any training ordered by the Customer per the Price
Book and other appropriate agreements.
Motorola/Nextel International/ 20 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 21
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
6.1.6 Subject to the conditions contained in 4.11 any costs
required to modify the System in order to comply with
local codes or regulations shall be Customer's
responsibility.
6.1.7 For any amount due hereunder which remains unpaid, the
Customer shall pay Motorola [ * ] of the amount due for
each month or portion thereof that the amount remains
unpaid.
6.1.8 Motorola shall provide Customer training course credits
for each [ * ] complex or the equivalent and for each
group of [ * ] shipped during the term of this
Agreement. For calendar year 2000, the training course
credits shall be [ * ]. Subsequent to calendar year2000,
Motorola shall have the right to revise this credit
schedule periodically to adjust for changes in course
offerings and/or course costs. Customer may apply the
training course credit to any course offered in the iDEN
Technical Training Catalog. The training course credit
covers [ * ]. For calendar year 2000, Motorola will not
charge Customer a course cancellation fee if the
cancellation occurs at least [ * ] prior to the start
date of the class. If the cancellation occurs less than
[ * ] prior to the start date of the class, the charge
will be [ * ]. Classes scheduled within [ * ] prior to
the start date of the class are [ * ]. Subsequent to
calendar year 2000, the then current standard iDEN
course cancellation policy shall apply.
6.1.9 All prices quoted herein assume [ * ]. Where the
customer requires the use of [ * ], a price increase or
decrease equal to the applicable [ * ] will apply.
6.1.10 Prices do not include applicable sales, use, excise or
similar taxes or duties. To the extent Motorola is
required by law to collect such taxes, [ * ] thereof
shall be added to invoices and paid in full by Customer.
6.2 Method of Payment
Payment shall be made by wire/telegraphic transfer to the
following address:
[ * ]
6.3 Prices Generally
Motorola/Nextel International/ 21 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 22
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
[ * ]
6.4 [ * ]
6.5 [ * ]
6.6 Security Interest
In order to secure outstanding payment obligations hereunder,
Customer hereby grants to Motorola a continuing security
interest and right of possession in and to all equipment sold to
Customer under this Agreement whether or not such goods are
manufactured by Motorola, whether now owned or hereafter
acquired by Customer, together with all substitutions,
replacements and renewals thereof, and in all proceeds and
products thereof, including without limitation, insurance
proceeds, all termed collateral. Customer agrees to cooperate in
whatever manner necessary to assist Motorola in perfection of
the security interest upon request. If there is any conflict
between this Paragraph and any other financing agreement(s) with
Motorola, such financing Agreement(s) shall take precedence.
6.7 For the purpose calculating quantity discounts hereunder
equipment [ * ] shall be counted in the same manner as if
Customer had [ * ] directly.
6.8 Notwithstanding anything to the contrary in this Agreement,
[ * ].
6.9 Additional Assurance Payment Terms
Payment for equipment and services to Motorola requiring
Additional Assurance shall be made in [ * ] either by
wire/telegraphic transfer in advance or through the medium of a[
* ] Letter of Credit[ * ].
6.9.1 Letter of Credit Terms
At least [ * ] before the first shipment of equipment
under Section 6.9, Customer shall issue a[ * ] Letter of
Credit made out in favor of Motorola, Inc., 1301 East
Algonquin Road Schaumburg, Illinois 60196 USA, similar
to the one included in this Agreement as Attachment One
and advised through,
Motorola/Nextel International/ 22 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 23
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
and payable at the counters of the [ * ]. Drafts are to
be drawn upon the [ * ] and full reimbursement
instructions must be provided to the U.S. bank by the
opening bank at the time the Letter of Credit is opened.
6.9.2 Advance Payment
An Advance Payment of [ * ] of the total amount set
forth in any applicable order is due within [ * ] of
ordering. The start date for the Implementation Schedule
for the applicable Project Agreement pursuant to Exhibit
"A" shall be the date of receipt of this payment. This
advance payment shall be made by wire/telegraphic
transfer to the following address:
[ * ]
In the event Customer does not proceed with its payment
obligations under this Agreement in a timely manner, and
such failure continues for [ * ] following written
notice by Motorola to Customer that Motorola intends to
proceed under this Section, Motorola shall promptly
document its non-recoverable costs directly incurred in
the performance of this Agreement, such as, but not
limited to staff hours, travel expenses, equipment
re-stocking charges, etc. and promptly refund only that
portion of the advance payment amount which exceeds the
total of such charges.
The Letter of Credit shall be in the amount of [ * ] of
the total Exhibit "A" amount and shall be valid for a
period of [ * ] from the date of issuance. An advance
payment of [ * ] per Section 6.9.2 shall also be due
Motorola shall notify Customer, in writing, [ * ] prior
to the scheduled date of each shipment.
The Letter of Credit shall be drawn down as follows:
a) [ * ] of the commercial invoice gross value of
the equipment shipped is payable after each
shipment.
b) [ * ] of commercial invoice gross value is
payable after presentation of the Conditional
Acceptance Certificate.
Motorola/Nextel International/ 23 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 24
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
c) [ * ] of the commercial invoice gross value is
payable after presentation of the final
Acceptance Certificate.
If Motorola is prevented from obtaining Conditional
Acceptance because Customer has not completed its
obligations hereunder (except as provided in Section 18)
and such failure continues for [ * ] from the scheduled
date of Conditional Acceptance, Motorola shall be
entitled to receive the final payments, described in b
and c above, as if Conditional Acceptance had occurred
as scheduled in Implementation Schedule for the
applicable Project Agreement pursuant to Exhibit "A"
upon showing that Motorola had completed all the work it
could have based on Customer's performance.
Banking charges incurred by the opening bank shall be
borne by [ * ] and those incurred by the U.S. bank [ * ]
shall be borne by [ * ].
6.10 Purchase Commitment
Nextel International commits that the NII Affiliates shall
purchase an aggregate of at least [*] of FNE, Software, and
Services in calendar year 2000. Should such commitment not be
achieved, Nextel International agrees to pay Motorola by the end
of the first quarter of 2001 an amount equal to [*] of the
difference between [*] and the actual aggregate amounts of FNE,
Software, and services shipped/provided by Motorola to the NII
Affiliates in calendar year 2000. Any commitments and rebates
for such aggregate purchases in the years 2001, 2002, and 2003
shall be the subject of subsequent agreement(s) between Nextel
International and Motorola. Nextel International and Nextel
Communications, Inc. shall each receive their own earned rebate
or pay their own penalty, and there is no duplication.
Specifically, the above specified [*] is part of the Nextel
Communications, Inc. [*] commitment and is not an additional
commitment.
[ * ]
6.11 System Performance
When Motorola and Nextel Communications, Inc. negotiate
liquidated damages agreement(s) for box down time and system
uptime for the U.S. market, this Agreement shall be amended to
offer Customer similar agreement(s). The calculation metrics
shall be consistent with those used in the Nextel
Communications, Inc. agreement.
7.0 ACCEPTANCE TESTING
7.1 Customer and Motorola agree that the acceptance testing shall be
done for all new Systems and a modified ATP shall be performed
for all System Expansions and shall be included in all relevant
Purchase Orders, Project Agreements, and Motorola Quotations.
The ATP tests shall be chosen from the GATP, as set forth in
Exhibit "C", that Customer and Motorola have agreed to and
identified on the Project Agreement or Motorola Quotation when
Customer purchases ATP Services.
Motorola/Nextel International/
[See Schedule Item 3] 24 Equipment Purchase Agreement
* 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.
<PAGE> 25
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
This ATP is generic in nature and tests operational features.
Should a certain feature or option not be purchased then it is
agreed that portion of the ATP shall be deleted and will not be
performed. Motorola shall supply new sections to cover new
products or features that Motorola develops. The GATP will be
amended to reflect desired practices for testing Systems in
Commercial Service. Customer and Motorola acknowledge that
different approaches are required for Systems in Commercial
Service and those acceptable for Systems not in Commercial
Service.
7.2 Should Customer request additional testing above and beyond the
ATP, these tests shall not be considered until after Conditional
Acceptance of the System or System Expansion. Motorola shall
prepare and present to Customer a quotation detailing the time
and material charges that such additional testing may require on
a time and material basis. [ * ]
7.3 Individual Site Tests and the Switch Test shall be performed in
accordance with the ATP as soon as the individual Sites and
Switch are completed. The System Test shall be performed as soon
as the Switch and Site Tests are completed. If all the Sites are
not available and operational due to Customer's failure to
obtain the Sites by the required scheduled time as contained in
the Implementation Schedule hereto ("Unavailable Sites"), the
tests shall still take place.
7.4 The Areas served by the Unavailable Sites shall not be included
in the System Test. When the Unavailable Sites are operational
and available, the Site Test shall be completed. The existence
of Unavailable Sites shall not hold up the ATP or Conditional or
Final Acceptance.
7.5 Additional Testing Costs
The cost of obtaining a passing test for each of the items in
the ATP is included in the purchase price of the ATP. Any
additional testing requested and approved by Customer shall be
billed to Customer as set forth in Section 7.2. This includes,
but is not limited to, testing due to:
a. Customer's desire for testing not included in the ATP; and
Motorola/Nextel International/ 25 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 26
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
b. Re-testing that is needed because the Customer's Site team
makes changes to agreed schedules to such an extent Motorola
needs to materially extend the time period its ATP team needs
to complete the ATP; and
c. RF interference from outside sources; and
d. The need to respond to complaints of third parties alleging
Customer's System interferes with their systems, unless the
Equipment sold hereunder is defective or not operating within
licensed parameters; and
e. Unavailable Sites.
8.0 FNE WARRANTY AND SOFTWARE MAINTENANCE PROGRAM
8.1 FNE Hardware Warranty
8.1.1 FNE is warranted to be free from defects in material and
workmanship at time of shipment and will be warranted
[ * ]. The [ * ] EBTS Equipment hardware warranty during
the warranty period shall be [ * ] for all shipments
that occur during the effective dates of this Agreement.
All other warranty charges shall be as per the Price
Book. Parts will [ * ] except as outlined herein.
8.1.2 Customer shall be responsible for the initial level of
diagnosis (i.e., for identification and isolation of FNE
hardware problems to the board level), for hardware,
firmware and software removal and replacement, and for
sending the malfunctioning product, packed in a manner
to prevent damage, to the [ * ]. Customer shall be
responsible for [ * ]. When such products or their
replacements are being returned to Customer, Motorola
shall bear such charges.
8.1.3 Parts and labor at the [ * ] to repair or replace
defective FNE will be [ * ].
8.1.4 In the event a defect occurs during the warranty period
Motorola, at its option, will either repair or replace
the product. Any item replaced will be deemed to be on
an exchange basis, and any item retained by Motorola
through replacement will become the property of
Motorola. Repaired or
Motorola/Nextel International/ 26 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 27
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
replaced parts shall have a warranty of the greater of
the remainder of this warranty period or [ * ].
8.2 This Warranty does not cover defects, damage, or malfunctions
resulting from:
8.2.1 Use of the products in other than their normal and
customary manner.
8.2.2 Misuse, accident, neglect, environmental or Site
conditions not conforming to the specifications for the
product as set out in the current Equipment
specifications, or unauthorized access to source or
object code or unauthorized manipulation of Software
elements
8.2.3 Unauthorized alterations or repairs, use of un-approved
parts in the products or the combination or interfacing
of the products, use of "gray market" parts or
components, in each case in a manner not approved by
Motorola which approval shall not be unreasonably
withheld or delayed. "Gray market" components or parts
are those components or parts purchased (a) outside the
United States or (b) from unauthorized sellers of such
components or parts.
8.2.4 An event of Force Majeure.
8.2.5 Installation, integration, or movement of products from
their original installation Site that is not in
accordance with Motorola hardware configuration and
datafill guidelines.
8.2.6 Failure of antennas, lines, or any part of the
Interconnect Facilities.
8.2.7 Failure of Customer to maintain or provide maintenance
for the System pursuant to Motorola Equipment and
Software maintenance agreements, or other maintenance,
substantially in accordance with the Documentation and
under the supervision of one or more individuals who
shall have completed appropriate Motorola training.
8.2.8 Damage which occurs during shipment of the product to
Motorola for warranty repair.
Motorola/Nextel International/ 27 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 28
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
8.3 Except as associated with an agreed-to assignment, this express
warranty is extended by Motorola to Customer only and is valid
only in the Area.
8.4 Software Maintenance Program (SMP)
8.4.1 Customer commits to purchase SMP [ * ], and Motorola
commits to offer SMP at the prices set forth in Exhibit
"K" [ * ]. Customer shall pay the "Total SMP" price per
Subscriber shown in the "Total NII" column of Exhibit
"K" times the number of Subscribers in service (as
calculated per the procedures set forth in Exhibit "K").
This Total NII SMP Price per Subscriber is based on the
aggregated SMP costs for all NII Affiliates divided by
the aggregated number of Subscribers for all NII
Affiliates. For calendar year 2000, Motorola quoted this
same Total NII SMP price per Subscriber figure to each
NII Affiliate. (See Section 3 of the Year 2000 SMP
Proposal for Customer, set forth in Exhibit "O".) In
future years, Motorola shall include the "Nortel Patch"
shown in the bottom row of Exhibit "K" in the
calculations for Total SMP. If in future years Nextel
International elects to depart from an NII Affiliate
average SMP pricing methodology, Motorola shall charge
the actual SMP costs for each market for such years.
Customer shall pay SMP fees on a quarterly basis. The
quarterly payment shall be one-quarter of the calculated
annual payment. The quoted prices are for the services
defined in Exhibit "O". The SMP Agreement shall be
evidenced by Customer's Purchase Order indicating which
sections of said proposal are agreed to by Customer and
Motorola. Any additional services agreed to by Customer
and Motorola shall also contain applicable pricing for
such services.
8.4.2 Motorola warrants that at the time of ATP or delivery of
Software, that the Software will cause the System to
operate as required by the ATP. Thereafter, all
reproducible software defects or bugs shall be corrected
as part of SMP.
8.4.3 Motorola represents and warrants that Software supplied
under this Agreement does not have "Software Traps"
designed to permit unauthorized access, to disable or
erase software, hardware or data or to perform any other
such actions.
Motorola/Nextel International/ 28 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 29
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
8.5 Non-FNE Products
Non-FNE products are warranted only to the extent provided to
Motorola by the manufacturer or supplier of such product.
Motorola shall identify in the Price Book the extent of third
party warranties.
8.6 Motorola warrants that each hardware, software, and firmware
product delivered under this Agreement and listed on Exhibit "M"
as "Year 2000 Compliant" shall be able to accurately process
date data (including, but not limited to, calculating,
comparing, and sequencing) from, into, and between the year 1999
and the year 2000, including leap year calculations, when used
in accordance with the product documentation provided by
Motorola, provided that all listed or unlisted products (e.g.,
hardware, software, firmware) used in combination with such
listed product properly exchange date data with it. This
warranty shall extend to date-related defects discovered through
January 1, 2001. Customer must notify Motorola, in writing, no
later than January 1, 2001 of Product that does not conform to
this Express Warranty. The remedied available for breach of this
warranty shall be as defined in, and subject to, the terms and
limitations of Sections 8.1 through 8.5 and Section 8.7. Except
as provided herein, nothing in this warranty statement shall be
construed to limit any rights or remedies provided elsewhere in
this Agreement with respect to matters other than Year 2000
performance.
8.7 THE WARRANTIES IN THIS AGREEMENT ARE GIVEN IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE SPECIFICALLY EXCLUDED,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MOTOROLA BE
LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL OR
PUNITIVE DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY
LAW.
MOTOROLA WARRANTS THAT FOR THE TERM OF THIS AGREEMENT THAT THE
INDIVIDUAL FNE PRODUCTS WILL OPERATE TOGETHER AS A SYSTEM WITHIN
GENERAL OPERATING LIMITS SPECIFIED IN EXHIBIT "B", SO LONG AS
THE AVERAGE SUBSCRIBER USAGE CHARACTERISTICS OF THE INDIVIDUAL
FNE PRODUCTS AT BUSY HOUR DO NOT CAUSE THE PEAK CAPACITY LIMITS
OF INDIVIDUAL FNE PRODUCTS TO BE EXCEEDED AND ANY EQUIPMENT
INSTALLED BY THE CUSTOMER
Motorola/Nextel International/ 29 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 30
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
WITHOUT MOTOROLA INTEGRATION AND GATP ASSISTANCE IS INSTALLED IN
ACCORDANCE WITH MOTOROLA HARDWARE CONFIGURATION AND DATAFILL
GUIDELINES; BATTERIES ARE EXCLUDED BUT CARRY THEIR OWN SEPARATE
LIMITED WARRANTY FROM THEIR MANUFACTURER. MOTOROLA DISCLAIMS
LIABILITY FOR RF COVERAGE UNDER THIS WARRANTY.
9.0 PRODUCT CHANGES OR SUBSTITUTIONS
At any time during its performance of this Agreement, Motorola
may implement changes in the products set forth in Exhibit "B",
modify the drawings and specifications relating thereto, or
substitute therefor products of more recent design; provided,
however, that any such changes, modifications or substitutions,
under normal and proper use:
(1) shall not materially or adversely affect
physical or functional interchangeability or
performance (except where there is written
agreement between Customer and Motorola that the
change can be made after Customer knows the
effect thereof);
(2) shall not detract from the safety of the
product; and
(3) shall be Spectrum Regulatory Agency
type-accepted, if required.
(4) Motorola shall notify Customer of any change
that materially affects performance of the
Equipment.
10.0 DISCLAIMER OF PATENT LICENSE AND INTERFACE LICENSES
10.1 Nothing contained in this Agreement shall be deemed to grant,
either directly or by implication, any license under any patents
or patent applications of Motorola, except that Customer shall
have the normal non-exclusive royalty-free license to use which
is implied, or otherwise arises by operation of law, in the sale
of a product.
Motorola/Nextel International/ 30 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 31
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
10.2 If Nextel Communications, Inc. obtains a second source for iDEN
infrastructure Equipment, Motorola shall extend Interface
Licenses to qualified licensees on terms to be negotiated to
cover Customer.
11.0 INTELLECTUAL PROPERTY INDEMNITY
11.1 Motorola shall defend Customer against a claim that
Motorola-manufactured products or latest unmodified release of
Software supplied hereunder infringe a [See Schedule Item 3]
patent or [See Schedule Item 3] copyright, provided that (i)
Customer promptly notifies Motorola in writing of the claim,
(ii) Motorola has sole control of the defense and all related
settlement negotiations, and (iii) Customer gives Motorola
information and assistance for the defense of all at Motorola's
expense provided, however, that Customer's failure to provide
such notice shall not relieve Motorola of liability under this
Section 11 except to the extent Motorola was prejudiced thereby.
Subject to the conditions and limitations of liability stated in
this Agreement, Motorola shall indemnify and hold Customer
harmless from all payments which by final judgments in such
suits may be assessed against Customer on account of such
infringement and shall pay resulting settlements, costs and
damages finally awarded against Customer by a court of law.
11.2 Customer agrees that if Equipment or Software become, or in
Motorola's opinion are likely to become, the subject of such a
claim, Customer will permit Motorola, at its option and expense,
either to procure the right for Customer to continue using such
Equipment or Software or to replace or modify same so that they
become non-infringing without affecting the function and
capability, and if neither of the foregoing alternatives is
available on terms which are reasonable in Motorola's judgment,
Customer can return Motorola-manufactured products and/or
Software for full credit on the entire unusable portion thereof.
11.3 Motorola has no liability for any claim of patent or copyright
infringement to the extent based upon adherence to
specifications, designs or instructions furnished by Customer,
nor for any claim based upon the combination, operation or use
of any Motorola-manufactured products or Software supplied
hereunder with products, software or data not supplied by
Motorola, nor for any claim to the extent based upon alteration
of the products or modification of any software supplied by
entities other than Motorola.
Motorola/Nextel International/
[See Schedule Item 3] 31 Equipment Purchase Agreement
* 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.
<PAGE> 32
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
12.0 CONFIDENTIALITY
12.1 From time to time during the performance of this Agreement, the
parties may deem it necessary to provide each other with
Confidential Information. The parties agree:
12.1.1 To maintain the confidentiality of such Confidential
Information and not disclose same to any third party,
except as provided below or as authorized by the
original disclosing party in writing, or in connection
with a public or private debt or equity offering of
securities by any party or its affiliates, or as
required by law or a court or as required for compliance
with the United States federal securities laws and [See
Schedule Item 3] securities laws, provided no documents
shall be given to the Securities and Exchange Commission
("SEC") or the [See Schedule Item 3] securities
authorities until Motorola has had an opportunity to
review them. Any such information that Motorola believes
is confidential Customer will use its reasonable best
efforts to get confidential treatment from the SEC and
the [See Schedule Item 3] securities authorities. Such
Confidential Information also includes oral and visual
Confidential Information.
12.1.2 To restrict disclosure of Confidential Information to
employees and technical, legal and financial consultants
who have a "need to know". Such Confidential Information
shall be handled with the same degree of care which the
receiving party applies to its own confidential
information but in no event less than reasonable care.
12.1.3 To take precautions necessary and appropriate to guard
the confidentiality of Confidential Information,
including informing its employees and consultants who
handle such Confidential Information that it is
confidential and not to be disclosed to others and as to
all technical consultants obtain a signed non-disclosure
agreement consistent herewith.
12.1.4 That Confidential Information is and shall at all times
remain the property of the disclosing party. No use of
any Confidential Information is permitted except as
otherwise provided herein and no grant under any
proprietary rights is hereby given or intended,
including any license implied or otherwise.
Motorola/Nextel International/
[See Schedule Item 3] 32 Equipment Purchase Agreement
* 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.
<PAGE> 33
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
12.1.5 To use such Confidential Information only as required in
performance of this Agreement.
12.2 Except as may be required by applicable law, neither party shall
disclose to any third party the contents of this Agreement, the
Exhibits or any amendments hereto or thereto for a period of [ *
] from the date of execution hereof without the prior written
consent of the other except as provided for in Section 12.1.1.
13.0 TRADEMARK AND PUBLICITY
Nothing contained in this Agreement shall be construed as conferring any
right to use any name, trademark or other designation of either party
hereto, including any contraction, abbreviation, or simulation of any of
the foregoing, in advertising, publicity or marketing activities. No
publicity, advertising, etc. with regard to this Agreement or the System
which mentions the other party shall be released without prior written
consent of the other party.
14.0 SHIPMENT, DELIVERY AND PACKING
14.1 Motorola may ship products at any time during the "Time Frame"
(the interval between the shipment/implementation date and the
completion date for a particular activity as set forth in the
Implementation Schedule) and may invoice Customer upon shipment
as provided in Section 6 of this Agreement. No shipment of
products during said Time Frame shall be considered early for
purposes of invoicing.
14.2 Customer shall select the carrier and notify Motorola in writing
or instruct Motorola to use the best available carrier or the
carrier most recently used by Customer, unless Customer notifies
Motorola not to use such carrier.
14.3 Motorola shall use all reasonable efforts to ship products
directly to the Site or Customer designated warehouse.
14.4 In the event that the Site or Customer designated warehouse is
not available to receive Equipment because Customer has not met
its obligations hereunder to receive the products when shipped,
Motorola, at its option, upon notice to Customer, may ship said
products to a warehouse in or near the area as designated by
Customer, and Customer shall bear the costs of warehousing,
reloading,
Motorola/Nextel International/ 33 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 34
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
transporting, off-loading and moving the products onto the Site
when such Site becomes available.
14.5 Shipping documentation shall be developed to the mutual
satisfaction of Customer and Motorola. Shipping terms are FCA
manufacturing site or Motorola facility. The manufacturing site
may be other than a USA facility.
14.6 Motorola shall have the Equipment securely packed so as to
withstand numerous handlings and loading as appropriate for
inland, sea and/or air transportation. Motorola shall take
reasonable protective measures to protect Equipment from weather
and shock, considering the different shapes and special features
of the Equipment.
15.0 TITLE, INDEMNITY, INSURANCE
15.1 Good title, free and clear of all liens or other encumbrances to
the FNE and other Motorola provided products supplied hereunder
and risk of loss for all such products shall pass to Customer
upon delivery FCA point of shipment.
15.2 The above notwithstanding, title to Software and underlying
intellectual property rights (i.e., patents, copyrights,
proprietary and confidential information, and know-how)
belonging to Motorola or any other third party shall remain with
Motorola or such third party. This Agreement only grants a right
to use such Software.
15.3 All Equipment sold to Customer hereunder is new and Motorola
will provide any documents which may be reasonably requested by
Customer evidencing this fact.
15.4 DURING THE TERM OF THIS AGREEMENT THE PARTIES SHALL INDEMNIFY
AND HOLD HARMLESS EACH OTHER TOGETHER WITH THEIR DIRECTORS,
OFFICERS, AGENTS, EMPLOYEES, AFFILIATES AND SUBSIDIARIES FROM
ANY AND ALL LOSS, DAMAGE, EXPENSE, JUDGMENT, LIEN, SUIT, CAUSE
OF ACTION, DEMAND OR LIABILITY (COLLECTIVELY, "LOSS") FOR
PERSONAL INJURY (INCLUDING DEATH) AND TANGIBLE PROPERTY DAMAGE
WHICH MAY BE IMPOSED ON OR INCURRED BY ONE PARTY ARISING
DIRECTLY OUT OF THE INTENTIONAL MISCONDUCT OR NEGLIGENT ACTS OR
OMISSIONS OF THE OTHER, ITS AGENTS, SUBCONTRACTORS, OR
Motorola/Nextel International/ 34 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 35
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
EMPLOYEES DURING THE PERFORMANCE OF ANY WORK HEREUNDER. THE
INDEMNIFYING PARTY SHALL, AT ITS SOLE EXPENSE, DEFEND ANY SUIT
BASED UPON A CLAIM OR CAUSE OF ACTION WITHIN THE FOREGOING
INDEMNITY PROVISION AND SATISFY ANY JUDGMENT THAT MAY BE
RENDERED AGAINST THE OTHER RESULTING THEREFROM, PROVIDED THAT
THE INDEMNIFYING PARTY SHALL BE GIVEN (I) PROMPT NOTICE OF ANY
SUCH CLAIM OR SUIT; AND (II) FULL OPPORTUNITY TO DEFEND SUCH
CLAIM OR SUIT; PROVIDED, HOWEVER, THAT FAILURE TO PROVIDE SUCH
NOTICE SHALL NOT RELIEVE THE INDEMNIFYING PARTY OF LIABILITY
UNDER THIS SECTION EXCEPT TO THE EXTENT THE INDEMNIFYING PARTY
WAS PREJUDICED THEREBY. THE INDEMNIFIED PARTY MAY, AT ITS
ELECTION, PARTICIPATE IN THE DEFENSE OF ANY SUIT, AND SHALL
COOPERATE FULLY IN DEFENDING ANY CLAIM OR SUITS. THE
INDEMNIFYING PARTY SHALL PAY ALL COSTS, EXPENSES, AND REASONABLE
ATTORNEY'S FEES INCURRED BY THE INDEMNIFIED PARTY IN CONNECTION
WITH ANY SUCH SUIT OR IN ENFORCING THIS INDEMNITY PROVISION,
PROVIDED A VALID CLAIM IS PRESENTED.
WITHOUT LIMITING THE FOREGOING PARAGRAPH, EACH PARTY SHALL
INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, ITS DIRECTORS,
OFFICERS, AGENTS, EMPLOYEES, AFFILIATES AND SUBSIDIARIES FROM
ANY AND ALL LOSS, AS DEFINED IN THAT PARAGRAPH, WHICH IS BASED
UPON OR ALLEGED TO ARISE FROM, ANY STATEMENT, REPRESENTATION,
INFORMATION OR OTHER COMMUNICATION MADE BY THE PARTY, ITS
OFFICERS, EMPLOYEES, UNDERWRITERS, OR AGENTS TO OFFEREES,
PURCHASERS OR POTENTIAL CUSTOMERS OF CUSTOMER STOCK OR OTHER
SECURITIES, INCLUDING BUT NOT LIMITED TO ANY STATEMENT,
REPRESENTATION, INFORMATION OR OTHER COMMUNICATION CONCERNING
THIS AGREEMENT, THE IDEN SYSTEM, SPECIALIZED MOBILE RADIO
SYSTEMS OR TECHNOLOGY IN GENERAL AND INCLUDING BUT NOT LIMITED
TO ANY LOSS ARISING UNDER APPLICABLE SECURITIES LAWS.
Motorola/Nextel International/ 35 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 36
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
15.5 Customer and Motorola each shall be named as additional insured
under the other's comprehensive general liability policy for
claims arising out of work performed hereunder (which includes
but is not limited to product and public liability, property and
all risk insurance).
16.0 FORCE MAJEURE - EXCUSABLE DELAY
16.1 Neither party shall be liable for delays in delivery or
performance, or for failure to manufacture, deliver or perform
when caused by any of the following which are beyond the
reasonable control of the delayed party:
16.1.1 Acts of God, acts of the public enemy, acts or failures
to act by the other party, acts of civil or military
authority, governmental priorities and regulatory
actions, strikes or other labor disturbances,
hurricanes, earthquakes, fires, floods, epidemics,
embargoes, war, riots, delays in transportation, and
loss or damage to goods in transit, or;
16.1.2 Inability on account of causes beyond the reasonable
control of the delayed party or its suppliers to obtain
necessary products, components, services, or facilities.
16.2 In the event of any such delay, the date of delivery or
performance shall be extended for a period equal to the period
of time lost by reason of the delay. If any such delay lasts for
more than one hundred eighty (180) days, Customer and Motorola
shall consult with one another for the purpose of agreeing upon
the basis on which the delayed party shall resume work at the
end of the delay. If no reasonable solution to the delay is
available, then either party may, by written notice, cancel that
portion of the Agreement which is delayed, and adjust the
Agreement price appropriately.
17.0 TERMINATION
17.1 Either party may terminate this Agreement without liability by
the giving of notice, in accordance with Section 23, if (i) the
other makes a general assignment for the benefit of creditors or
goes into compulsory or voluntary liquidation, (ii) if a
petition in bankruptcy or under any insolvency law is filed by
or against the other and such petition is not dismissed within
[ * ] after it has been filed, or (iii) the other shall commit
any material breach of its obligations hereunder.
Motorola/Nextel International/ 36 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 37
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
In the case of any material breach, neither party shall
terminate this Agreement unless and until the other shall have
failed to cure such breach within [ * ] after it shall have been
served with a notice, in accordance with Section 23, (i) stating
the nature of the breach, (ii) requiring that the breach be
cured, and (iii) stating its intention to terminate the
Agreement if compliance with the notice is not met.
17.2 The termination of this Agreement shall not affect or prejudice
any provisions of this Agreement which are expressly or by
implication provided to continue in effect after such
termination.
17.3 If this Agreement is terminated, Motorola shall have the right
to determine whether any unfilled Purchase Orders, Project
Agreements, or Motorola Quotations in existence at the time of
such termination shall be completed under the terms of this
Agreement or canceled.
18.0 LIMITATION OF LIABILITY
NEITHER PARTY, EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED HEREIN, WHETHER
AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING WITHOUT
LIMITATION NEGLIGENCE), PATENT INFRINGEMENT, COPYRIGHT INFRINGEMENT, OR
OTHERWISE, SHALL HAVE ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS
OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL,
COST OF SUBSTITUTE PRODUCTS, (EXCEPT REPLACEMENT PRODUCTS UNDER SECTIONS
9 AND 13), FACILITIES OR SERVICE, OR DOWNTIME COSTS OR CLAIMS OF THIRD
PARTIES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
19.0 ASSIGNMENT - RESALE OF EQUIPMENT
19.1 [ * ] Motorola reserves the right to relicense the software in
countries Motorola is concerned over intellectual property
rights or to users not approved by Motorola. Any sale-leaseback
of equipment by the Customer [ * ] to provide appropriate
waivers. Re-licensing and to qualifying international affiliates
under Section 4.22 of the iDEN Infrastructure [ * ] Supply
Agreement effective as of January 1, 1999
Motorola/Nextel International/ 37 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 38
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
between Motorola, Inc. and Nextel Communications, Inc. shall be
based upon rework fees and other expenses Motorola incurs, if
any.
19.2 The Agreement shall accrue to the benefit of and be binding upon
the parties hereto and any successor entity into which either
party shall have been merged or consolidated or to which either
party shall have sold or transferred all or substantially all
its assets. Specifically, Motorola may assign this Agreement,
provided that Motorola, Inc. shall remain liable for performance
hereunder. This Agreement shall not be otherwise assigned by
either party without the prior written consent of the other
party. In conjunction with any agreed to assignment of this
Agreement, Motorola agrees to license the assignee pursuant to
the terms set forth in Exhibit "F". A reasonable new Software
License Fee may be required of any successive owner of iDEN
infrastructure Equipment.
19.3 Notwithstanding anything to contrary elsewhere in this
Agreement, Customer may pledge, mortgage or otherwise assign all
or any portion of this Agreement or any orders hereunder (or any
combination thereof) to one or more providers of debt or equity
financing (provided any such intended assignee is not a person
or entity listed on the United States Department of Commerce
Denied Parties List or to a person or entity residing in a
country to which export of the iDEN Equipment is prohibited
under United States law) upon terms and conditions satisfactory
to Customer, provided that (i) Customer will remain liable for
all obligations arising out of this Agreement, (ii) the assignee
agrees in writing that the terms and conditions of this
Agreement shall apply to and be binding upon the assignee to the
same extent as Customer, to the extent that the assignee is
exercising any right under this Agreement, (iii) in addition to
any rights conferred on the assignee, and Customer shall be
treated as having placed the order and paid for purchases for
purposes of all rights and benefits available to Customer under
this Agreement.
19.4 Motorola retains the right to subcontract, in whole or in part,
any effort required to fulfill its obligations under this
Agreement, provided Motorola shall remain liable for performance
hereunder.
19.5 [ * ]
19.6 The parties acknowledge that the resale restrictions herein
apply to infrastructure equipment only. The subscriber Agreement
deals with subscriber unit warranty
Motorola/Nextel International/ 38 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 39
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
and licensing pass through. However, it is understood that
Subscriber Units are expected to be sold to end users.
20.0 SWITCH IN TECHNOLOGY
20.1 If Customer determines that iDEN technology is no longer
suited to its needs in part or in whole and consequently
commercially viable to provide reliable digital
dispatch, short message service, voice interconnect,
circuit switched data and packet data services, Customer
shall give notice of such determination to Motorola
describing, with reasonable specificity any technology
failure(s) and/or the reasons for Customer's
determination at least six (6) months in advance of any
public announcement or formal contract to purchase
alternate technology ("Alternate Technology").
20.2 In the case of a switch to an Alternate Technology that
Motorola manufactures or elects to manufacture, Customer
shall give Motorola the opportunity to supply Fifty
Percent (50%) of Customer's needs of the Alternate
Technology for infrastructure equipment of the Alternate
Technology for a period of three (3) years following a
public announcement to change the technology.
20.3 If Customer makes a switch to Alternate Technology and
Customer fails to maintain operational iDEN
infrastructure equipment at the majority of its
commercial cell sites deployed at the date such switch
is first publicly announced, all financing outstanding
by Motorola or its affiliates to Customer and its wholly
owned or controlled subsidiaries shall become
immediately due and payable upon written notice by
Motorola to Customer.
21.0 GOVERNING LAW
The validity, performance, and all matters relating to the effect of
this Agreement and any amendment hereto shall be governed by the laws of
the State of Illinois, USA, without regard to its conflicts of laws
provisions.
Motorola/Nextel International/ 39 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 40
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
22.0 ORDER OF PRECEDENCE
In the event of an inconsistency in this Agreement, the inconsistency
shall be resolved by giving precedence in the following order:
22.1 This Agreement and duly executed amendments thereto, with the
latest amendment precedence over earlier amendments;
22.12 Exhibit "F" and all duly executed Amendments to Exhibit "F";
22.13 The Price Book, as may be amended from time to time by Motorola;
22.14 Purchase Orders and duly executed Change Orders thereto, with
the latest Change Order taking precedence over earlier Change
Orders;
22.15 Project Agreements or Motorola Quotations and duly executed
Change Orders thereto, with the latest Change Order taking
precedence over earlier Change Orders;
22.6 All other Exhibits in alphabetical order and all duly executed
Amendments or Change Orders to said Exhibits.
Purchase Orders will be used only to identify the quantity, location,
price, and payment terms as allowed by this Agreement for Equipment,
Software or Services ordered. No pre-printed or other terms and
conditions on such Purchase Orders shall apply, and the terms and
conditions herein shall control.
23.0 NOTICE
23.1 Notices required to be given by one party to another shall be
deemed properly given if reduced to writing and personally
delivered or transmitted by recognized express mail, by
registered or certified post to the address below, postage
prepaid, or by facsimile with a confirmation of transmission
printed by sender's facsimile machine, and shall be effective
upon receipt.
23.1.1 Customer shall receive notices as follows:
Motorola/Nextel International/ 40 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 41
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
[See Schedule Item 1]
[See Schedule Item 2]
Attention: President
[ * ]
23.1.2 Nextel International shall receive notices as follows:
Nextel International, Inc.
10700 Parkridge Blvd.
Reston, VA 20191
Attention: V. P. Operations
[ * ]
With a copy to:
Nextel International, Inc.
2001 Edmund Halley Drive
Reston, VA 20191
Attention: General Counsel's Office
[ * ]
23.1.3 Motorola shall receive notices as follows:
Motorola, Inc.
Network Solutions Sector
Customer Solutions Group
North American Region
1301 East Algonquin Road
Schaumburg, Illinois USA 60196
Attention: Vice President and Director iDEN North
American Operations
[ * ]
With a copy to:
Motorola/Nextel International/
[See Schedule Item 3] 41 Equipment Purchase Agreement
* 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.
<PAGE> 42
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
Motorola, Inc.
Network Solutions Sector
Customer Commercial Relations
North American Region
1301 East Algonquin Road
Schaumburg, Illinois 60196
Attention: Director, Contracts and Regulatory
[ * ]
23.2 Either party may change the addresses for giving notice from
time to time by written instructions to the other of such change
of address.
24.0 SURVIVAL OF PROVISIONS
The parties agree that where the context of any provision indicates an
intent that it shall survive the term of this Agreement then it shall
survive.
25.0 COVENANT NOT TO SOLICIT EMPLOYMENT
Customer and Motorola hereto agree that during the period of time
beginning with the execution of this Agreement and ending with the
termination of this Agreement, neither party shall solicit any employee
of the other involved in providing engineering, installation,
integration, maintenance, and/or warranty service or to encourage such
employee to work for the other. If, at any time, this provision is found
to be overly broad under the laws of an applicable jurisdiction, this
provision shall be modified as necessary to conform to such laws rather
than be stricken herefrom.
26.0 GENERAL
Failure or delay on the part of Motorola or Customer to exercise any
right, power, or privilege hereunder shall not operate as a waiver. If
any provision of this Agreement is contrary to, prohibited by or held
invalid by any law, rule, order, or regulation of any government or by
the final determination of any state or federal court, such invalidity
shall not affect the enforceability of any other provisions not held to
be invalid. Section and paragraph headings used in this Agreement are
for convenience only and are not to be used to construe the provisions
of this Agreement.
Motorola/Nextel International/ 42 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 43
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
27.0 AUTHORITY
Each party hereto represents and warrants that:
27.1 It has obtained all necessary approvals, consents and
authorizations of third parties and governmental authorities to
enter into this Agreement and has obtained or will obtain all
necessary approvals, consents and authorizations of third
parties and governmental authorities to perform and carry out
its obligations hereunder;
27.2 The persons executing this Agreement on its behalf have express
authority to do so, and, in so doing, to bind the party thereto;
27.3 The execution, delivery, and performance of this Agreement does
not violate any provision of any bylaw, charter, regulation, or
any other governing authority of the party; and;
27.4 The execution, delivery, and performance of this Agreement has
been duly authorized by all necessary partnership or corporate
action and this Agreement is a valid and binding obligation of
such party, enforceable in accordance with its terms.
28.0 TERM
The term of this Agreement shall be from June 30, 2000 until [ * ]
unless an Exhibit provides otherwise.
29.0 RE-EXPORTATION OF TECHNICAL DATA OR PRODUCTS
Customer understands that all equipment, proprietary data, know-how,
software, or other data or information obtained by Customer from
Motorola is considered to be United States technology and is licensed
for export and re-export by the United States Government. Customer
therefore agrees that it will not, without the prior written consent of
Motorola and the Office of Export Control, United States Department of
Commerce, Washington, DC 20230, USA, knowingly export, re-export, or
cause to be exported or re-exported, either directly or indirectly, any
such equipment, proprietary data, know-how, software, or other data or
information, or any direct or indirect product thereof, to any
destination prohibited or restricted under United States law. Customer
understands that the list of prohibited or restricted destinations may
be amended from time to time by the
Motorola/Nextel International/ 43 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 44
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
United States Department of Commerce and that all such amendments shall
be applicable to this Agreement.
30.0 DISPUTES AND DISPUTE RESOLUTION
The parties will attempt to settle any claim or controversy arising out
of this Agreement through consultation and negotiation in good faith and
a spirit of mutual cooperation. If those attempts fail, then, except for
disputes related to alleged patent, copyright, or trademark
infringement, the dispute will be mediated by a mutually acceptable
mediator to be chosen by the Motorola and Customer within thirty (30)
days after written notice by the other demanding mediation. Neither
party may unreasonably withhold consent to the selection of a mediator,
and Motorola and Customer will share the costs of the mediation equally.
Venue for mediation shall be the United States of America. By mutual
agreement, however, the parties may postpone mediation until they have
each completed some specified but limited discovery about the dispute.
The parties may also agree to replace mediation with some other form of
alternative dispute resolution (ADR), such as neutral fact-finding or a
mini-trial.
Any dispute which the parties cannot resolve through negotiation,
mediation, or other form of ADR within four (4) months of the date of
the initial demand for it may then be submitted to the Federal District
Court of Delaware for resolution. The use of any ADR procedures will not
be construed under the doctrines of latches, waiver, or estoppel to
affect adversely the rights of either party. Nothing in this section
will prevent either party from resorting to judicial proceedings if (a)
good faith efforts to resolve the dispute under these procedures have
been unsuccessful or (b) interim relief from a court is necessary to
prevent serious and irreparable injury to one party or to others.
31.0 LANGUAGE
The definitive text of this Agreement and its Exhibits shall be in
English and all communications among the parties in the course of the
present Agreement shall be made in English.
32.0 GOVERNMENT CONTRACTS
In the event that Customer elects to provide goods or services to a
Governmental Entity (defined herein), Customer does so solely at its
option and risk and agrees not to obligate Motorola as a subcontractor
or otherwise to such Governmental Entity. Customer
Motorola/Nextel International/ 44 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 45
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
remains solely and exclusively responsible for compliance with all
statutes, regulations, and provisions governing sales to such entity.
Motorola makes no representations, certifications, or warranties
whatsoever with respect to the ability of its goods, services, or prices
to satisfy any statutes, regulations, or provisions governing sales of
goods or services to such Governmental Entity. The term "Governmental
Entity" as used above includes any government agency, federal,
provincial, or municipal, any United States federal, state, or local
government, agency, or instrumentality as well as any other non-United
States government, agency, or instrumentality. Notwithstanding the
above, if Customer elects to sell goods or services to a Governmental
Entity, Motorola will review any Customer request for, readily available
information which Motorola may, at its option supply.
33.0 SEVERABILITY
In the event that any one or more of the provisions contained in the
Agreement or in any of the Exhibits hereto should be determined to be
invalid, illegal, or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired. The parties shall endeavor in good
faith to replace any invalid, illegal, or unenforceable provision with a
valid provision, the economic effect of which comes as close as possible
to that of the invalid, illegal, or unenforceable provision.
34.0 ENTIRE AGREEMENT
This Agreement and the Exhibits hereto constitute the entire
understanding among 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 the parties. The
subject matter of this Agreement is iDEN Infrastructure Equipment
purchases. Documents or agreements relating to the parties' equity
ownership in each other, if any, Customer's purchases of Subscriber
Equipment or Motorola financing agreements are not superseded by this
Agreement. The Equipment and Services purchased on or before June 30,
2000 under the terms and conditions of the
Motorola/Nextel International/
[See Schedule Item 3] 45 Equipment Purchase Agreement
* 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.
<PAGE> 46
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
[See Schedule Item 4] shall be governed by such agreements. The terms
and conditions for use of all Software, whenever purchased, shall be as
set forth in this Agreement. All Equipment, Software and Services
purchased on or after June 30, 2000 shall be governed by the terms and
conditions of this Agreement.
No modification, Amendment, or other change may be made to this
Agreement or any Exhibit unless reduced to writing and executed by
authorized representatives of all parties, or in the case of a Change
Order executed by authorized representatives of Customer and Motorola.
The terms and conditions of this Agreement shall prevail notwithstanding
any variance with the terms and conditions of any order submitted by
Customer or any acceptance or acknowledgment by Motorola following
execution of this Agreement. In no event shall the preprinted terms and
conditions found on any Customer purchase order, Motorola
acknowledgment, a Change Order, or other form be considered an
Amendment, or modification of this Agreement, even if such documents are
signed by representatives of all parties. Such preprinted terms and
conditions shall be null and void and of no force and effect.
35.0 COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which taken together shall
constitute one and the same instrument.
36.0 COMMENCEMENT OF WORK
Motorola's obligations to commence work hereunder shall begin upon the
date which Purchase Orders are acknowledged by Motorola or Project
Amendments are signed and delivered to Customer and Motorola. All time
periods for completion of Motorola's obligations shall commence on such
date.
THIS AGREEMENT IS EFFECTIVE AS OF THE 30 DAY OF JUNE 2000 ("EFFECTIVE DATE").
MOTOROLA, INC.
By: /s/ Fred Wright [See Schedule Item 1]
------------------------------------
(Authorized Signatory)
Name Fred Wright [See Schedule Item 5]
------------------------------------
Motorola/Nextel International/
[See Schedule Item 3] 46 Equipment Purchase Agreement
* 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.
<PAGE> 47
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
<TABLE>
<S> <C>
------------------------------------ ---------------------------------------
Title: Senior Corporate Vice President Title: President
------------------------------------ ---------------------------------------
NEXTEL INTERNATIONAL, INC.
By: By: /s/ Lo van Gemert
------------------------------------ ---------------------------------------
(Authorized Signatory)
Name Name Lo van Gemert
------------------------------------ ---------------------------------------
Title: Title: President
------------------------------------ ---------------------------------------
</TABLE>
Motorola/Nextel International/
[See Schedule Item 3] 47 Equipment Purchase Agreement
* 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.
<PAGE> 48
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement.
EXHIBIT LIST
EXHIBIT "A" PROJECT AGREEMENTS
EXHIBIT "B" Technical Overview: Notes On The iDEN System [The current
version is maintained on the iDEN web site. A hard copy of the
present version (68P81095E55-D dated May 11, 1999) is attached.]
EXHIBIT "C" System Performance Criteria and Acceptance Test Plan
EXHIBIT "D" [Intentionally Omitted]
EXHIBIT "E" System Maintenance
EXHIBIT "F" Software License
EXHIBIT "G" Training
EXHIBIT "H" Documentation
EXHIBIT "I" [Intentionally Omitted]
EXHIBIT "J" [Intentionally Omitted]
EXHIBIT "K" SMP Pricing Summary
EXHIBIT "L" Price Book, [ * ]
EXHIBIT "M" Listing of "Year 2000 Compliant" Products
EXHIBIT "N" IPL Fees Per Subscriber
EXHIBIT "O" Year 2000 SMP Proposal for Customer, dated March 14, 2000
Motorola/Nextel International/ 48 Equipment Purchase Agreement
[See Schedule Item 3]
* 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.
<PAGE> 49
Agreement Schedule
iDEN(R) Infrastructure Equipment 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. iDEN Infrastructure Equipment Supply Agreement by and among Nextel
International, Inc, Motorola, Inc. and Nextel Argentina S.R.L. executed
August 14, 2000.
<TABLE>
<S> <C>
Item 1 -- Entity Name: Nextel Argentina S.R.L.
Item 2 -- Local Address: Palestina 977, Codigo Postal 1182, Buenos Aires (Capital Federal),
Argentina
Item 3 -- Country: Argentina
Item 4 -- Prior Agreements: Integrated Dispatch Enhanced Network ("iDEN") Equipment Purchase Agreement and the
Integrated Dispatch Enhanced Network ("iDEN") Installation and Optimization
Agreement, both between McCaw-Argentina, c/o McCaw International, LTD and Motorola
and both dated as of May 26, 1997 as heretofore amended,
Item 5 - Signatory: /s/ Jose Felipe
Name: Jose Felipe
</TABLE>
B. iDEN Infrastructure Equipment Supply Agreement by and among Nextel
International, Inc, Motorola, Inc. and Nextel Telecomunicacoes Ltda.
executed August 14, 2000.
<TABLE>
<S> <C>
Item 1 -- Entity Name: Nextel Telecomunicacoes Ltda.
Item 2 -- Local Address: Av. Maria Coelho Aguiar, 215, 7(0)andar.
City of Sao Paulo, State of Sao Paulo
Brazil
Item 3 -- Country: Brazil
Item 4 -- Prior Agreements: Rio de Janeiro Integrated Dispatch Enhanced Network ("iDEN") Equipment Purchase
Agreement and the Integrated Dispatch Enhanced Network ("iDEN") Installation and
Optimization Agreement, both between McCaw International (Brazil), Ltd. and Motorola
and both dated as of May 9, 1997, as heretofore amended, and the Sao Paulo Integrated
Dispatch Enhanced Network ("iDEN") Equipment Purchase Agreement and the Integrated
Dispatch Enhanced Network ("iDEN") Installation and Optimization Agreement, both between
McCaw International (Brazil), Ltd. and Motorola and both dated as of March 21, 1997,
as heretofore amended,
Item 5 - Signatory: /s/ Alexis Mozarovski
Name: Alexis Mozarovski
</TABLE>
C. iDEN Infrastructure Equipment Supply Agreement by and among Nextel
International, Inc, Motorola, Inc. and Nextel de Mexico, S.A. de C.V.
executed August 14, 2000.
<TABLE>
<S> <C>
Item 1 -- Entity Name: Nextel de Mexico, S.A. de C.V.
Item 2 -- Local Address: Comunicaciones Nextel de Mexico, S.A. de C.V., a company with
offices at Blvd. Manuel Avila Camacho No. 36, Piso 9, Colonia
Lomas de Chapultepec, Mexico 11000, D.F.
Item 3 -- Country: Mexico
Item 4 -- Prior Agreements: Integrated Dispatch Enhanced Network ("iDEN") Equipment Purchase Agreement and the
Integrated Dispatch Enhanced Network ("iDEN") Installation and Optimization
Agreement, both between Corporacion Mobilcom, c/o McCaw International, LTD, and
Motorola and both dated as of August 28, 1997, as heretofore amended,
Item 5 - Signatory: /s/ Peter Foyo
Name: Peter Foyo
</TABLE>
D. iDEN Infrastructure Equipment Supply Agreement by and among Nextel
International, Inc, Motorola, Inc. and Nextel del Peru, S.A. executed
August 14, 2000.
<TABLE>
<S> <C>
Item 1 -- Entity Name: Nextel del Peru, S.A.
Item 2 -- Local Address: Los Nardos 1018, piso 7, Lima 27, Peru
Item 3 -- Country: Peru
Item 4 -- Prior Agreements: iDEN Infrastructure Equipment Purchase Agreement and the iDEN Infrastructure
Installation and Optimization Agreement, both between Valorcom, s.a. and Motorola
and both dated as of February 16, 1998, as heretofore amended,
Item 5 - Signatory: /s/ Miguel Rivera
Miguel Rivera
</TABLE>
E. iDEN Infrastructure Equipment Supply Agreement by and among Nextel
International, Inc, Motorola, Inc. and Nextel Communications Philippines,
Inc. exectued August 14, 2000.
<TABLE>
<S> <C>
Item 1 -- Entity Name: Nextel Communications Philippines, Inc.
Item 2 -- Local Address: at 18th Floor, Orient Square Building, Emerald Avenue, Pasig
City, Philippines 1605,
Item 3 -- Country: Philippines
Item 4 -- Prior Agreements: Integrated Dispatch Enhanced Network ("iDEN") Equipment Purchase Agreement and the
Integrated Dispatch Enhanced Network ("iDEN") Installation and Optimization
Agreement, both between Infocom Communications Network Inc. and Motorola and both
dated as of March 16, 1996, as heretofore amended,
Item 5 - Signatory: /s/ Tony Urera
Name: Tony Urera
</TABLE>
------------------------
(R) Registered U.S. Patent & Trademark Office.
