Exhibit 10.10
The omitted portions indicated by brackets have been separately filed with the
Securities and Exchange Commission pursuant to a request for confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Dated as of September 17, 1996
SAMSUNG ELECTRONICS CO., LTD.
9th Floor, Joong-ang Daily News Building
7, Soonhwa-dong, Choong-Ku
C.P.O. Box 2775
Seoul
KOREA
Attention: Mr. S. N. Lee
General Manager of International
Wireless Products Group
and
SAMSUNG ELECTRONICS CO., LTD./
SAMSUNG TELECOMMUNICATIONS AMERICA, INC.
1501 LBJ Freeway, Suite 410
Dallas, Texas 75234
Attention: Mr. H. J. Lee
Director of Strategic Business
Development Team
Gentlemen:
Reference is made to the Purchase and Supply Agreement (the "Agreement")
dated as of the date hereof among Samsung Electronics Co., Ltd., a company
organized under the laws of The Republic of Korea, as Vendor, and Sprint
Spectrum L.P., a Delaware limited partnership, as Owner. Terms used but not
defined herein shall have the meanings set forth in the Agreement.
In connection with and as consideration for the execution of the Agreement,
the Parties agree as follows:
1. Marketing Fund. Throughout the Term the Vendor will (without any other
precedent or subsequent requirement other than as specifically set forth in this
Paragraph 1) contribute cash amounts equal to [____________] of the invoiced FOB
Point price of any Subscriber Units (and any accompanying Material Accessories)
so invoiced by the Vendor to the Owner for such Products purchased and paid for
by the Owner pursuant to the terms of the Agreement to a separate fund owned by
the Owner and designated in writing to the Vendor from time to time by the Owner
(the "Marketing Fund"). Any and all amounts in the Marketing Fund may be used by
the Owner in its sole and absolute discretion for any purpose in connection with
the marketing or promotion by way of print media, broadcasting media and/or
outdoor advertising of the Nationwide Network or any part thereof which includes
the use of the Vendor's branding, subject to the terms of Subsection 3.17(b) and
Section 8 of the Agreement. On a quarterly basis, the Owner will submit to the
Vendor a report on the ongoing use of the funds in the Marketing Fund. In
accordance with the terms of this letter agreement, the Vendor must make any
such contribution to the Marketing Fund within thirty (30) days of receipt by
the Vendor of full payment by the Owner of amounts due under any such invoice
for Subscriber Units (and any accompanying Material Accessories) pursuant to the
terms of the Agreement. To the extent the Vendor fails to make any such
contribution to the Marketing Fund pursuant to and in accordance with the terms
hereof, the Owner will have the right to withhold any such amounts not so
contributed by the Vendor in contravention of the terms hereof or the Agreement,
from future invoices for Products ordered by the Owner pursuant to the terms of
the Agreement.
2. Launch Fee. Within thirty (30) days of the Commencement Date, the Vendor
will pay by wire transfer into an account designated by the Owner,
[_______________________] as payment to the Owner of the marketing launch fee
(the "First Generation Launch Fee") as further consideration for the Owner's
marketing and promotion pursuant to the terms of the Agreement. Within sixty
(60) days of the first availability of Second Generation Subscriber Units in
accordance with the terms of the Agreement, the Vendor will pay by wire transfer
into an account designated by the Owner, [______________________] as payment to
the Owner of the second generation launch fee (the "Second Generation Launch
Fee" and together with the First Generation Launch Fee, the "Launch Fees") as
further consideration for the Owner's marketing and promotion pursuant to the
terms of the Agreement. The proceeds of the Launch Fees may be used by the Owner
in its sole discretion for the marketing of and/or publicity for the Nationwide
Network, or any part thereof. Other than as specifically set forth in this
Paragraph 2, the Vendor's obligation to pay the Launch Fees on the terms set
forth in this Paragraph 2 is without any other precedent or subsequent
requirement. Until and unless the Launch Fees are paid hereunder, the Owner (at
such time) will have the right, but not the obligation, to suspend all or any
part of its performance under the Agreement.
3. The Vendor will work with the Owner to coordinate the Vendor's marketing
and promotional efforts in the United States with the Owner's city-by-city
launch of PCS commercial service.
4. Throughout the Term, the Owner will provide the Vendor quarterly
marketing strategy and expenditures reports which will describe the Owner's use
of the Launch Fees and the Marketing Fund monies.
The terms and provisions of this letter agreement shall be governed by all
of the terms of the Agreement, to the extent applicable (including, but not
limited to, Sections 5, 8, 9, 10 and 11) and shall be deemed by the Vendor and
the Owner to be a material part of and material to the Agreement. This letter
agreement shall be governed by and construed in accordance with New York law.
This letter agreement may be executed in any number of counterparts, and
each such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute one agreement.
Please indicate your agreement with the foregoing by executing this letter
where indicated below.
Sincerely,
SPRINT SPECTRUM L.P.
By: /s/ Bernard A. Bianchino
Name: Bernard A. Bianchino
Title: Chief Business Development Officer
AGREED TO BY:
SAMSUNG ELECTRONICS CO., LTD.
By: /s/ Y.R. Song
Name: Y. R. Song
Title: Vice President