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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 8000 West Sunrise Boulevard, Plantation, FL 33322
("Motorola"),
and, NEXTEL PARTNERS OPERATING CORP. a Delaware corporation, with
offices at
4500 Carillon Point, Kirkland, WA 98033 ("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.
MOTOROLA & NEXTEL PARTNERS CONFIDENTIAL PROPRIETARY
Amendment Four to Subscriber Units and Services Supply
Agreement
Page 1 of 3
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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,
