EXHIBIT 10.96


 


[* * *].  Certain
information in this exhibit has been omitted and filed separately with the
Commission.  Confidential treatment has
been requested with respect to the omitted portions.


 


AMENDMENT #1

TO

REVENUE SHARING PURCHASE AGREEMENT (AGREEMENT #001)


 


This Amendment No. 1 to Revenue Sharing Purchase Agreement (the ”Amendment”) is entered into effective as of
December 17, 2003 by and between UTStarcom, Inc., a Delaware corporation
(“UTStarcom”), and MultiData, a Honduras Republic corporation (“Purchaser”).


 


WHEREAS, UTStarcom and Purchaser entered into a Revenue Sharing Purchase
Agreement dated as of October 21, 2003 (the ”Agreement”
or from now on also named “Agreement #001”); and


 


WHEREAS, the parties wish to amend Agreement #001, as set forth
herein;


 


NOW THEREFORE, in consideration of the foregoing and upon the mutual
agreement of the parties, Agreement #001 is hereby amended as follows:


 


1.                                       In Exhibit A, page 5 of
Agreement #001, Paragraph (c) of Section 12.3 shall be revised to
read as follows:


 


(c)                                  Purchaser assigns in any manner (by operation of law or otherwise) its
rights and responsibilities under this Agreement, without the prior written
consent of UTStarcom.  Notwithstanding
the foregoing, UTStarcom hereby consents to the assignment by Purchaser, within
ninety (90) days from the date hereof, of Purchaser’s rights and
obligations under this Agreement to [***], a commercial entity
that has been created by Purchaser in order to operate Purchaser’s business
with the Products ([***] shall hereinafter be referred to as ”Purchaser’s Affiliate”).  Purchaser’s Affiliate shall be partially
owned by Purchaser.  Despite the
assignment of rights and obligations under this Agreement to Purchaser’s Affiliate,
until otherwise agreed Purchaser shall remain liable for the full performance
of all obligations hereunder in the event that Purchaser’s Affiliate fails to
perform.


 


2.                                       In Exhibit B, page 9 of
Agreement #001, an additional bullet point under the heading “Services”
for Phase I shall be added and shall read as follows:


 


•                  [***]


 


3.                                       In Exhibit B, page 10 of
Agreement #001, an additional bullet point under the heading “Services”
for Phase II shall be added and shall read as follows:


 


•                  [***]


 


4.                                       In Exhibit B, page 11 of
Agreement #001, an additional bullet point under the heading “Services”
for Phase III shall be added and shall read as follows:


 


•                  [***]


 


1
















 


5.                                       In Exhibit B, page 11 of
Agreement #001, an additional bullet point under the heading “Services”
for Phase IV shall be added and shall read as follows:


 


•                  [***]


 


6.                                       Section 5.3 of Exhibit E shall be
deleted in its entirety.


 


7.                                       All other provisions of Agreement #001
shall remain in full force and effect.


 


IN WITNESS WHEREOF, this Amendment has been executed as of the dates
first above written.


 


	
  UTSTARCOM, INC.

  	
  PURCHASER

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Rene Mendez

  	
   

  	
  By: 

  	
  /s/ Jose Rafael Ferrari

  	
   

  
	
   

  	
   

  
	
  Printed Name: 

  	
  Rene Mendez

  	
   

  	
  Printed Name: 

  	
  Jose Rafael Ferrari

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
  VP of Sales, CA LA

  	
   

  	
  Title: 

  	
  President

  	
   

  
										



 


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