Exhibit 10.13
[Confidential information has
been designated with the
phrase: Confidential infor-
mation has been omitted and
filed separately with the
Commission.]
Re: DSS Receiver Support
Dear :
Reference is made to that certain DIRECTV MDU System Operator Agreement
("Agreement'), dated the 25th day of August, 1997, by and 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 and the exhibits thereto are
hereby incorporated by reference and shall also apply to the transactions
contemplated by this letter agreement.
[Confidential information has been omitted and filed separately with the
Commission.]
The provision of DSS Receivers hereunder is subject to the following
conditions:
1. System Operator must be in compliance with all material terms and
conditions of the Agreement.
2. System Operator must submit all required Subscriber Information for
each SO Subscriber in accordance with the Agreement. System Operator must
further maintain, and submit upon the request of DIRECTV, inventory records
reflecting the receipt of DSS Receivers from DIRECTV as well as the placement
of such DSS Receivers in Units.
3. [Confidential information has been omitted and filed separately with
the Commission.]
4. System Operator shall be responsible for all taxes and shipping
charges in connection with the DSS Receivers.
5. [Confidential information has been omitted and filed separately with
the Commission.]
6. [Confidential information has been omitted and filed separately with
the Commission.]
7. [Confidential information has been omitted and filed separately with
the Commission.]
8. EXCEPT AS EXPRESSLY PROVIDED HEREIN, DIRECTV MAKES NO WARRANTY,
EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), REGARDING
THE DSS RECEIVERS. ALL SUCH WARRANTIES ARE EXPRESSLY EXCLUDED. DIRECTV IS NOT
RESPONSIBLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT
LIMITATION, LOST PROFITS, RELATING TO THE DSS RECEIVERS, WHETHER BASED IN
NEGLIGENCE OR OTHERWISE.
9. System operator agrees to indemnify, defend and hold DIRECTV, its
officers, employees, agents and representatives harmless from and against any
and all claims, damages, liabilities, expenses (including reasonable attorneys'
fees and costs of litigation), losses, judgments and assessments of any kind
whatsoever directly or indirectly resulting from or in connection with system
operator's use of the dss receivers. SYSTEM OPERATOR ACKNOWLEDGES AND AGREES
THAT, EXCEPT FOR THE LIMITED REMEDY PROVIDED IN THE PRECEDING PARAGRAPH, ANY
RIGHTS AND REMEDIES WITH RESPECT TO THE DSS RECEIVERS MUST BE HANDLED DIRECTLY
WITH THE MANUFACTURER OF SUCH SYSTEMS, NOT WITH DIRECTV.
10. [Confidential information has been omitted and filed separately with
the Commission.]
11. [Confidential information has been omitted and filed separately with
the Commission.]
12. [Confidential information has been omitted and filed separately with
the Commission.]
* * * *
[Confidential information has been omitted and filed separately with the
Commission.]
Except as supplemented and modified hereby, the terms of the Agreement
continue unmodified and in full force and effect.
Please sign in the space provided below to indicate your agreement to the
foregoing terms and conditions.
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
