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EXHIBIT 10.5
"***" Confidential portions of this Agreement have been omitted and filed
separately with the Securities and Exchange Commission under a Confidential
Treatment Request, pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
Xxxxx Xxxxx
Senior Vice President
Video Operations
Nucentrix Broadband Networks, Inc.
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx, Xxxxx 00000
RE: Amendment to SFU Agreement
Dear Xxxxx:
Reference is made to that certain SFU Agreement made as of April 5, 1998, as
amended from time to time (the "SFU Agreement"), by and between Heartland
Wireless Communications, Inc. and DIRECTV, Inc. The parties wish to amend the
terms of the SFU Agreement as described below, effective as of December 1, 1999
(except as otherwise set forth below).
1. The name of the party, Heartland Wireless Communications, Inc., shall be
changed to Nucentrix Broadband Networks, Inc.
2. All references to DSS System shall be changed to DIRECTV System.
3. Section E(2) of the Agreement shall be deleted in its entirety and replaced
with the following:
"Company hereby agrees and acknowledges that, in order to receive the
Subsidy as set forth herein, Company must either (a) sell such DIRECTV
System to Qualifying Subscribers or (b) provide such DIRECTV System through
a rent, lease, rent-to-own or lease-to-own model to Qualifying Subscribers
who subscribe to both DIRECTV programming and Company's cable programming
services. In addition, the rent, lease, rent-to-own or lease-to-own
model/arrangement must be in compliance with any and all applicable
federal, state and local laws, statutes, codes, rules, regulations,
ordinances or otherwise."
4. The following shall be added as new Section C(3):
"Company shall not represent that DIRECTV Programming Packages may be
obtained on any different terms or rates, shall not impose additional or
different terms and shall not offer customers any discount, rebate, or
other material benefits in consideration for subscribing to them, except as
expressly authorized by DIRECTV
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in writing. Notwithstanding any failure by a Qualifying Subscriber (as
defined below) to pay his/her rent or lease free, if any, of a DIRECTV
System, Company shall not disconnect or otherwise attempt to disconnect any
Qualifying Subscriber's DIRECTV Programming Package without the prior
written consent of DIRECTV."
5. Effective as of August 29, 1999, Exhibit B shall be amended such that the
Percentage of DIRECTV Programming Package Revenue Per Calendar Month
(Continuing Service Fee) shall be "***" for all DIRECTV Programming
Packages.
Except as set forth herein, all terms of the SFU Agreement shall remain
unmodified and in full force and effect. Kindly acknowledge your agreement to
the foregoing terms by signing in the space provided below.
Sincerely,
DIRECTV, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
AGREED, ACCEPTED AND ACKNOWLEDGED:
Nucentrix Broadband Networks, Inc.
By: /s/ Xxxxx Xxxxx
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Name:
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Title:
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Date: 12/3/99
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