Exhibit 10.48
Execution Copy
Supplement No. 1 to
iDEN Infrastructure Equipment Purchase Agreement
This SUPPLEMENT NO. 1 TO iDEN INFRASTRUCTURE EQUIPMENT PURCHASE AGREEMENT
(this "Supplement") is made as of the __ day of September, 1999, between
Motorola, Inc., a Delaware corporation, by and through its Network Solutions
Sector, Customer Solutions Group with offices at 0000 Xxxx Xxxxxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxx 00000 ("Motorola") and Nextel Partners Operating Corp., a
Delaware corporation, with offices at 0000 Xxxxxxxx Xx., Xxxxxxxx, Xxxxxxxxxx
00000 ("Customer").
WHEREAS, Motorola and Customer are all of the parties to that certain iDEN
Infrastructure Equipment Purchase Agreement dated January 29, 1999 (the
"Agreement"), which provides for the sale to and purchase by Customer from
time-to-time of certain equipment, products and services;
WHEREAS, Section 7.6 of the Agreement grants to Customer the Equipment
Credit in the amount and to purchase the items set forth therein in exchange for
the issuance to Motorola of equity interests of Customer, all in accordance with
the terms of the Subscription and Contribution Agreement of even date therewith
between Nextel Partners, Inc., a Delaware corporation and the parent of Customer
("Partners"), and each of the investors named therein;
WHEREAS, each of Motorola and Customer currently desires to supplement the
Agreement to grant to Customer an additional equipment credit in the amount and
to purchase the items set forth herein in exchange for the issuance to Motorola
of additional equity interests of Customer, all in accordance with the terms of
the Expansion Subscription and Contribution Agreement of even date herewith
between Partners and each of the investors named therein (the "Expansion
Subscription Agreement");
The parties hereto agree to supplement the Agreement as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to them under the Agreement.
2. Additional In-Kind Capital Contribution. As a result of the issuance of
additional equity interests to Motorola pursuant to the Expansion Subscription
Agreement, Customer will have an additional EBTS equipment credit (the
"Additional Equipment Credit") under the Agreement in the amount of Three
Million Six Hundred Forty Four Thousand Seventy-Nine and 00/000 Dollars
($3,644,079.00) that may be used as set forth below:
Upon the placing of each order in accordance with the terms of the Agreement,
the parties shall calculate the percentage of the total dollar value of the
order comprised by the dollar value of the EBTS equipment in the order. Each
payment thereafter on such order, for as long as either the Equipment Credit or
the Additional Equipment Credit is still in existence, shall be made by a
combination of cash and either the Equipment Credit or the Additional Equipment
Credit. The cash amount shall be (100% - EBTS percentage) x payment due. The
Equipment Credit or the Additional Equipment Credit shall be the EBTS percentage
x payment due, and the Equipment Credit or the Additional Equipment Credit shall
be reduced by a like amount. Customer may at any time choose to apply less than
the above stated maximum Equipment Credit amount or the above stated maximum
Additional Equipment Credit amount to any order and increase the cash portion.
3. Expansion Subscription Agreement. The execution and delivery of the
Expansion Subscription Agreement by each of Motorola and Customer is a condition
precedent to the obligations of the parties hereunder.
4. Ratification of Agreement. As supplemented hereby, the Agreement and
its terms and provisions are hereby ratified and confirmed for all purposes and
in all respects.
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Supplement as of the date first set forth above.
MOTOROLA, INC.
By: /s/ Xxxxxxx Xxxxxx
--------------------------
Name: XXXXXXX XXXXXX
Title: VICE PRESIDENT
NEXTEL PARTNERS OPERATING
CORP.
By:__________________________
Name:
Title:
3
IN WITNESS WHEREOF, each of the parties hereto has executed this
Supplement as of the date first set forth above.
MOTOROLA, INC.
By:__________________________
Name:
Title:
NEXTEL PARTNERS OPERATING
CORP.
By: /s/ Xxxx X. Xxxxxxxx
--------------------------
Name:
Title:
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