Exhibit 10.15
0000 Xxxxxxxxxxx Xxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
B.R. Xxxxxxxx III
Chief Executive Officer
June 22, 1994
Xx. Xxxxx X. Xxxx
Senior Vice President
DIRECTV
0000 Xxxx Xxxxxxxx Xxx
Xx Xxxxxxx, XX 00000
RE: DBS Distribution Agreement dated April 10, 1992, between Xxxxxx
Communications Galaxy, Inc. ("HCG") and the National Rural
Telecommunications Cooperative ("NRTC"), as amended (the "Agreement")
Dear Xxx,
The letter agreement ("Letter Agreement") sets forth the terms and conditions to
the amendment of Section 3.08 of the Agreement, and the delivery of the Letter
of Credit by NRTC to HCG pursuant to Exhibit 3.08 of the Agreement. Capitalized
terms not defined herein have the meanings given them in the Agreement.
1. In General. The Letter of Credit (and any Replacement Letter of Credit)
shall be irrevocable and shall have a stated expiration date of six (6) months
from the date it is issued ("LOC Expiration Date").
2. Delivery. NRTC shall deliver the Letter of Credit to HCG as soon as
practicable following HCG's execution of this Letter Agreement.
3. HCG Draw Down on the Letter of Credit. If HCG shall draw down any of the LC
Amount under the Letter of Credit, NRTC shall replenish the Letter of Credit to
the LC Amount within 30 days of the date payment is made by the financial
institution to HCG.
4. Nonpayment Breach. If HCG shall draw down any of the LC Amount under the
Letter of Credit because NRTC shall have failed to fulfill any payment
obligation it has to HCG, NRTC shall replenish the Letter of Credit to the LC
Amount within 30 days of the date payment is made by the financial institution
to HCG.
5. Replacement Letter of Credit. NRTC shall replace the Letter of Credit with
a Replacement Letter of Credit no later than 30 days ("30 Day Expiration Date")
prior to the LOC
Xx. X. Xxxx
June 22, 1994
Expiration Date. If NRTC has not secured a Replacement Letter of Credit by the
30 Day Expiration Date, then NRTC shall be deemed in breach of Section 3.08 of
the Agreement, and, if NRTC is unable to secure a Replacement Letter of Credit
on or before the LOC Expiration Date ("Replacement Period"), HCG shall have the
right to terminate the Agreement. HCG shall have no right to draw down any of
the LC Amount of the Letter of Credit during the Replacement Period other than
in the event of nonpayment by NRTC.
6. Formal Amendment. The terms and conditions contained in this Letter
Agreement shall be formalized in an amendment to Section 3.08 of the Agreement
("Formal Amendment"), together with the formalization of all other outstanding
amendments to the Agreement, prior to the first 30 Day Expiration Date
("Formalization Period"). Such Formal Amendment may include other changes, to be
negotiated in good faith, not addressed by this Letter Agreement, but which are
necessary due to the terms and conditions agreed upon in this Letter Agreement.
7. Right to Renegotiate. During the Formalization Period, the parties shall
discuss and negotiate, in good faith, a further amendment to the Agreement to
reduce the LC Amount or to eliminate entirely Section 3.08 and NRTC's obligation
to provide a Letter of Credit. The parties shall use their reasonable best
efforts to develop and agree upon acceptable financial criteria which
demonstrates, to HCG's commercially reasonable satisfaction, that NRTC has the
ability to fulfill its payment obligations to HCG under the Agreement.
*****
Please acknowledge your agreement to the terms and conditions set forth in this
Letter Agreement by executing a counterpart hereof and returning the same to me.
Cordially yours,
B.R. Xxxxxxxx, III
Chief Executive Officer
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Xx. X. Xxxx
June 22, 1994
AGREED AND ACCEPTED THIS
_____ DAY OF __________, 1994
Xxxxxx Communications Galaxy, Inc.
By: ____________________________________
Xxxxx X. Xxxx
Its: ____________________________________
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