Exhibit 10.12
[Confidential information has
been designated with the
phrase: Confidential infor-
mation has been omitted and
filed separately with the
Commission.]
August __ , 1997
Wireless One, Inc.
0000 Xxxxx Xxxx Xxxxx
Xxxxx X000
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxx, President
RE: Subscriber Service Payment
Dear Xx. Xxxxxxxxxx:
Reference is made to that certain DIRECTV MDU System Operator
Agreement ("Agreement") dated the 25th day of August, 1997 between Wireless
One, Inc. ("System Operator") and DIRECTV, Inc. ("DIRECTV"). Capitalized
terms not defined herein shall have the meaning ascribed to them in the
Agreement. All terms and conditions set forth in the Agreement (including
the exhibits thereto) are hereby incorporated by reference and shall also
apply to the transactions contemplated by this letter agreement (the
"Subscriber Service Payment Agreement").
In support of DIRECTV's program to introduce DIRECTV programming
services to residents of MDU Properties, DIRECTV agrees to help offset
System Operator's future expenses associated with the maintenance and
servicing of SO Subscribers.
DIRECTV will pay, on a one-time basis, [confidential information has
been omitted and filed separately with the Commission] to System Operator
for each activation of Commissionable Programming Packages for SO
Subscribers ("Subscriber Service Payment") provided the following
conditions and requirements are met:
1. System Operator shall have submitted all required Subscriber
Information for each SO Subscriber in accordance with the Agreement.
2. System Operator must install and activate the SO Subscriber prior to
the third anniversary of the execution of this Subscriber Service
Payment Agreement.
3. The SO Subscriber must subscribe to and pay for a Commissionable
Programming Package for a minimum of [confidential information has
been omitted and filed separately with the Commission] months for
System Operator to be eligible to receive the entire Subscriber
Service Payment; if an SO Subscriber cancels, is disconnected or
downgrades to a DIRECTV programming package which is not a
Commissionable Programming Package prior to such time, System Operator
shall be entitled to receive only a prorated portion of the Subscriber
Service Payment based on the number of months the SO Subscriber
subscribed to and paid for a Commissionable Programming Package (the
"Prorated Subscription Period").
4. System Operator must be in compliance with all material terms and
conditions of the Agreement.
DIRECTV shall pay to System Operator the Subscriber Service Payment
within [confidential information has been omitted and filed separately
with the Commission] days after the accounting month, as such
accounting month is determined by DIRECTV, of such SO Subscriber
activation.
[Confidential information has been omitted and filed separately with
the Commission.]
Kindly acknowledge your agreement to the foregoing terms by signing in
the space provided below.
Good selling.
DIRECTV, INC.
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Xxxx Xxxxxxxx
Director
Special Markets & Distribution
Agreed and Accepted:
By: /s/ Wireless One, Inc.
------------------------------
System Operator Name
/s/ Xxxxx Xxxxxxxxxx, Xx.
---------------------------
Signature
Xxxxx Xxxxxxxxxx, Xx.
---------------------------
Print Name
President & CEO
---------------------------
Title
8-25-97
---------------------------
Date
