EXHIBIT 10.1
"***" - 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
AMENDMENT TO
SALES AGENCY AGREEMENT
This Amendment (the "Amendment") to the Sales Agency Agreement dated
March 14, 2002 (the "Agreement") between Pegasus Satellite Television, Inc.
("Pegasus") and Nucentrix Broadband Networks, Inc. ("Nucentrix") is made and
entered into this 21st day of May, 2002 (the "Effective Date").
A. Pursuant to the terms of the Agreement,
Nucentrix acts as one of Pegasus'
commissioned sales agents to solicit certain
of Nucentrix's MMDS customers in the
Territory to order DIRECTV programming
services distributed by Pegasus.
B. The parties desire to amend certain terms of
the Agreement.
C. All capitalized terms not otherwise defined
herein shall have the meaning described in
the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and intending to be legally bound hereby, the parties agree as follows:
1. The following provision is hereby added to the Agreement
as Section 3.5 (h):
"At Pegasus' request, provide the Eligible MMDS
Subscriber with the current Pegasus referral brochure,
as it may be amended from time to time by Pegasus in its
sole discretion."
2. Section 8.2 of the Agreement is hereby amended in its
entirety as follows:
DIRECTV System Subsidy. "In addition, for each Eligible
MMDS Subscriber who accepts a Consumer Offer, is provided a DIRECTV
System and becomes a Converted Subscriber, Pegasus will pay
Nucentrix a subsidy in the amount of "***" for each primary DIRECTV
System ("Primary DIRECTV System") and "***" for each of the second,
third and fourth DIRECTV receivers (each, an "Incremental Receiver")
(collectively, the "DIRECTV System Subsidy"). Incremental Receivers
after the Primary DIRECTV System, depending on the number of
receivers being activated with respect to an individual account,
also shall be referred to herein as the "Second," "Third" or
"Fourth" DIRECTV Receiver. Nucentrix shall not be entitled to a
DIRECTV System
1
Subsidy with respect to any Primary DIRECTV System or Incremental
Receiver that is acquired through a Pegasus equipment buy-down
program.
Nucentrix shall only be entitled to payments for Third
or Fourth DIRECTV Receivers under this Section 8.2 and under Section
8.3(b) below, where the Third or Fourth DIRECTV Receiver is
activated in connection with the conversion of an Eligible MMDS
Subscriber under the Pegasus Digital One Plan and where Pegasus has
specifically designated the Eligible MMDS Subscriber as being
eligible for Third and Fourth DIRECTV Receivers.
3. The following sentences shall be added to the end of Section 8.3
(b) of the Agreement.
"In addition, Pegasus will pay Nucentrix the additional
Installation Incentive of "***" for the installation of each Third
and Fourth DIRECTV Receiver (which receiver is contemporaneously
activated with a Primary DIRECTV System) provided to an Eligible
MMDS Subscriber who is activating service under the Pegasus Digital
One Plan and who Pegasus has designated as being eligible for Third
and Fourth DIRECTV Receivers.
4. Schedule 1.1 is hereby replaced with Schedule 1.1 attached hereto
and made a part hereof.
5. This Amendment is incorporated into the Agreement and made a part
thereof. All reference to the Agreement in any other document will refer to the
Agreement as modified by this Amendment. Except as modified by this Amendment,
all other terms, provisions and conditions of the Agreement shall remain in full
force and effect. The terms of this Amendment may not be changed or modified
except by written agreement of both parties. This Amendment may be executed in
counterparts, each of which are deemed an original, but all of which constitute
one and the same document.
IN WITNESS WHEREOF, this Amendment has been executed by the parties
hereto as of the date first above written.
[SIGNATURES TO FOLLOW]
PEGASUS SATELLITE TELEVISION, INC.
By: /s/ Xxxxx X. Blank
Name: Xxxxx X. Blank
Title: Senior Vice President
Address:
Pegasus Satellite Television, Inc.
c/o Pegasus Communications Management Company
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
Telecopy No.: (000) 000-0000
NUCENTRIX BROADBAND NETWORKS, INC.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Sr. VP Operations
Address:
Nucentrix Broadband Networks, Inc.
0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Telecopy No.: 972.662.3800
