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EXHIBIT 10.2.9
AMENDMENT 002
TO
IDEN INFRASTRUCTURE [ * ] SUPPLY AGREEMENT
BETWEEN
MOTOROLA, INC.
AND
NEXTEL COMMUNICATIONS, INC.
This Amendment is between Motorola, Inc. a Delaware corporation ("Motorola") and
Nextel Communications, Inc. ("Customer") and amends the iDEN Infrastructure
[ * ] Supply Agreement dated as of April 13, 1999, as previously amended,
("[ * ] Supply Agreement").
WHEREAS, the parties have mutually agreed to enter into this Amendment to the
[ * ] Supply Agreement in order to encourage efforts to enhance the reputation
of iDEN in the United States market place by establishing improvement plans for
Customer operations and Motorola support of Customer's iDEN systems in the
United States; and
WHEREAS, this Amendment shall set joint Customer/Motorola uptime goals ("Overall
System Uptime") and penalties if they are not reached and system outage ("System
Outages") penalties by Motorola; and
WHEREAS, the parties agree to jointly develop plans and procedures capable of
meeting the overall system uptime goals and dramatically reducing system
outages; and
NOW THEREFORE, Consideration of their mutual promises the parties agree as
follows.
I. OVERALL SYSTEM AVAILABILITY
i) Based on data provided by Customer, Motorola will measure
system availability on a 24 hour basis as well as between the
hours of 7:00 AM and 11:00 PM.
ii) Motorola and Customer jointly agree the quarterly goals for
Overall System Uptime between the hours of 7:00 AM and 11:00 PM
shall be as follows:
(a) [ * ]
(b) [ * ]
(c) [ * ]
(d) [ * ]
(e) [ * ]
iii) [ * ]
iv) [ * ]
(a) [ * ]
(b) [ * ]
Motorola/Nextel Agreement Amendment 002 to iDEN [ * ] Supply
* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.
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(c) [ * ]
(d) [ * ]
II. [ * ]
[ * ]
III. SYSTEM OUTAGE
A. System Outage Penalty
(i) Motorola will pay Customer on a per hour basis for
each system outage as defined below [ * ]
a) [ * ]
b) [ * ]
c) [ * ]
d) [ * ]
(ii) [ * ]
(iii) The above penalties will be assessed upon
notification to Motorola, Director of Customer Operations
for Nextel, of an event and continue until such event has
been corrected and the element is deemed to be in service
and fully functional, less any time required to collect
failure logs. [ * ]
(iv) [ * ]
B. System Outage Exclusions
(i) [ * ]
(ii) [ * ]
(iii) [ * ]
(iv) [ * ]
(v) [ * ]
(vi) [ * ]
(vii) [ * ]
(viii) [ * ]
(ix) [ * ]
(x) [ * ]
Motorola/Nextel Agreement Amendment 002 to iDEN [ * ] Supply
* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.
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(xi) [ * ]
(xii) [ * ]
(xiii) [ * ]
IV. GENERAL
A. [ * ]
B. [ * ]
(i) [ * ]
(ii) [ * ]
C. [ * ]
(i) [ * ]
D. Infrastructure Notice of Claim
(i) Customer must make notice of claim in writing to
Motorola within 72 hours of Motorola's notification to
Customer of direct cause of failure for each outage
occurrence. This claim must include an explanation of the
rationale for the claim.
(ii) Motorola will define a process for responding to
Customer claims by April 1, 2000.
(iii) Motorola agrees to distribute all direct cause
outage reports to the Chief Operating Officer, Chief
Technology Officer, Executive Vice President of Engineering
and Operations and the Vice President and Director of
Operations at Customer.
E. Other Provisions
(i) Parties recognize that to insure minimum restoration
time, it may be necessary to forego collection of valuable
trace data that would allow for root cause analysis. If
customer desires to extend outage duration to collect trace
data, Motorola liability terminates upon such notice.
Motorola/Nextel Agreement Amendment 002 to iDEN [ * ] Supply
* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.
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(ii) The compensation provisions in this Amendment are
effective upon execution of this Amendment, but are made
retroactive to September 1, 1999. These penalty provisions
shall be in effect through December 31, 2000.
(iii) Motorola and Customer Senior Management have
developed a set of "joint goals" for the Customer
operations and Motorola support teams attached as Exhibit
I. Achievement of the goals at an agreed upon threshold
level will result in a formal recognition/program incentive
to be agreed to by the parties.
F. Extension of Penalty Provisions
The parties agree to negotiate in good faith on modification or extension
of these provisions beyond End of Year 2000 based on perceived benefit of
these provisions and changes in system performance. A formal review of
the penalty program will be conducted at the end of Q1 2000.
G. Dispute Resolution
Disputes and Dispute Resolution with regards to this Penalty/Incentive
program will be resolved as outlined in paragraph 30.0 of the [ * ]
Infrastructure Supply Agreement.
The iDEN [ * ] Supply Agreement shall remain in full force and effect except as
expressly amended hereby.
IN WITNESS WHEREOF, this Amendment has been executed and delivered by the
parties set forth below.
MOTOROLA, INC. NEXTEL COMMUNICATIONS, INC.
By:/s/ Charles F. Wright By:/s/ Stephen Taylor 12/30/99
------------------------- ---------------------------------
(Authorized Signatory) (Authorized Signatory)
Name: Charles F. Wright Name: Stephen Taylor
Title: Sr. V.P. & G.M. CSG-NA Title: V.P. - Supply Chain Management
Motorola/Nextel Agreement Amendment 002 to iDEN [ * ] Supply
* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.