Exhibit 10.80(b)
AMENDMENT FOUR TO THE
SUBSCRIBER UNITS AND SERVICES SUPPLY AGREEMENT BETWEEN
MOTOROLA, INC. AND NEXTEL PARTNERS OPERATING CORP.
This Amendment FOUR to the Subscriber Units and Services Supply Agreement
("Amendment") is entered into and will be deemed effective as of the last date
signed below ("Effective Date") between MOTOROLA, INC., a Delaware corporation,
with offices at 0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxxxx, XX 00000 ("Motorola"),
and, NEXTEL PARTNERS OPERATING CORP. a Delaware corporation, with offices at
0000 Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000 ("NPI"); (Motorola and NPI to be
collectively referred to as the "Parties" and each a "Party").
WHEREAS, Motorola and NPI entered into the Subscriber Units and Services
Supply Agreement dated September 20, 2004 (the "Agreement"); and amended
November 1, 2004 and October 21, 2005;
WHEREAS, Motorola and NPI wish to make certain amendments to the Agreement
to reflect agreement to certain business terms for the calendar year 2006;
NOW, THEREFORE, in consideration of the promises and mutual obligations
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, Motorola and NPI agree as
follows:
1. GENERAL
1.1 Except as set forth herein, all capitalized terms not defined herein
shall have the meanings given to them in the Agreement.
1.2 All references are to sections in the Agreement.
2. AGREEMENT MODIFICATIONS
A. Motorola and NPI agree that the following section of Attachment B of
the Agreement entitled "Product Terms for Subscriber Units and
Accessories" is modified to read as follows:
Section 5 entitled "Efficiency Curve Price Adjustment for Eligible
Post-Paid Handsets" is modified by deleting Subsection 5.11 in its
entirety and replacing it with the following new Subsection 5.11:
*** CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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Amendment Four to Subscriber Units and Services Supply Agreement
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"5.11 For calendar year 2006, if NPI achieves Efficiency Curve Price
Adjustment Thresholds, as defined in Section 5.4, NPI will not
earn or receive Efficiency Curve Price Adjustments. Achievement
of Efficiency Curve Price Adjustment Thresholds in 2006 will be
used to determine the initial BPP on January 1, 2007."
3. ADDITIONAL TERMS AND CONDITIONS
A. Motorola and NPI agree that the following provision is added to
Section 3 entitled "Promotional Programs" of Attachment B of the
Agreement entitled "Product Terms for Subscriber Units and
Accessories" as a new subsection:
"3.7 2006 Special Volume Rebate Incentive ("2006 Special VRI") Program
for Handsets.
.1 NPI is to receive volume incentive rebates in accordance
with this Section 3.7 once the total Subscriber Unit
purchases (excluding soft-launch units, seed stock units,
appearance models, and units re-sold or shipped to another
carrier or any other units as are mutually agreed upon in
writing by the Parties) exceeds *** Subscriber Units.
.2 NPI will receive *** discount on the Base Package Price of
Subscriber Units per Section 3.7 that are purchased by NPI
in excess of *** Subscriber Units."
B. Motorola and NPI agree that the following provision is added to
Section 2.2 entitled "Falcon Subscriber Unit Post-Paid Pricing" of
Attachment B of the Agreement entitled "Product Terms for Subscriber
Units and Accessories" as a new subsection:
".8 The price reductions that occur on January 1, 2006 for the
*** Subscriber Units will count as one of the six (6)
lifetime Efficiency Curve Price Adjustments for each
Subscriber Unit. However, the price reduction will not count
against one of the three (3) Efficiency Curve Price
Adjustments allowable per calendar year or against one of
the three (3) Efficiency Curve Price Adjustments allowable
in the Subscriber Unit's current tier classification."
*** CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
MOTOROLA & NEXTEL PARTNERS CONFIDENTIAL PROPRIETARY
Amendment Four to Subscriber Units and Services Supply Agreement
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4. RATIFICATION
Except as specifically stated in this Amendment, the Agreement is, in all
other respects, ratified, confirmed and continues in full force and effect.
5. AUTHORITY
Each Party hereto represents and warrants that: (i) it has obtained all
necessary and requisite approvals, consents and authorizations of third
parties and governmental authorities to enter into this Amendment and to
perform and carry out its obligations hereunder; (ii) the persons executing
this Amendment on behalf of each party have express authority to do so,
and, in so doing, to bind the party thereto; (iii) the execution, delivery,
and performance of this Amendment does not violate any provision of any
bylaw, charter, regulation, or any other governing authority of the party;
and, (iv) the execution, delivery and performance of this Amendment has
been duly authorized by all necessary partnership or corporate action and
this Amendment is a valid and binding obligation of such party, enforceable
in accordance with its terms.
IN WITNESS WHEREOF, Motorola and NPI have entered into this Amendment as of the
Effective Date.
MOTOROLA INC. NEXTEL PARTNERS OPERATING CORP.
By: /s/ REY MORE 1/3/2005 By: /s/ XXXXXX XXXXX
--------------------------------- ------------------------------------
Name: Rey More Name: Xxxxxx Xxxxx
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Title: Sr. V.P. and G.M. Title: Vice President
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Date: iDEN Subscriber Group Date: 12/29/05
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*** CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
MOTOROLA & NEXTEL PARTNERS CONFIDENTIAL PROPRIETARY
Amendment Four to Subscriber Units and Services Supply Agreement
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