Exhibit 10.106
COMMITTED RECEIVABLES PURCHASE AGREEMENT
COMMITTED RECEIVABLES PURCHASE AGREEMENT (as it may be amended, modified or
supplemented from time to time, the "Agreement") is made as of August 1, 2005,
between UTSTARCOM PERSONAL COMMUNICATIONS LLC, a Delaware limited liability
company ("Seller") and CITIBANK, N.A., a national banking association ("Buyer").
RECITALS
Seller desires to sell certain of its Receivables from time to time, and Buyer
is willing to purchase from Seller such Receivables on the terms set forth
herein.
Terms not otherwise defined herein shall have the meanings set forth on
Exhibit A.
Accordingly, the parties hereto agree as follows:
1.
Sale and Purchase.
(A)
SALE.
SELLER FROM TIME TO TIME DURING THE
PERIOD COMMENCING ON THE DATE HEREOF AND TERMINATING ON THE PURCHASE TERMINATION
DATE MAY SUBMIT TO BUYER A REQUEST (A "REQUEST") THAT BUYER PURCHASE FROM SELLER
THE PROPOSED RECEIVABLES DESCRIBED IN SUCH
REQUEST.
SUBJECT TO SATISFACTION OF
THE CONDITIONS PRECEDENT SET FORTH IN SUBSECTION 1(B), BUYER SHALL PURCHASE, AND
SELLER SHALL SELL, ALL OF SELLER'S RIGHT, TITLE AND INTEREST (BUT NONE OF
SELLER'S OBLIGATIONS) WITH RESPECT TO SUCH PROPOSED RECEIVABLES AS OF THE
PURCHASE DATE (ALL SUCH PROPOSED RECEIVABLES, ONCE PURCHASED AND SOLD HEREUNDER,
COLLECTIVELY THE "PURCHASED RECEIVABLES").
UNDER NO CIRCUMSTANCES SHALL BUYER
PURCHASE PROPOSED RECEIVABLES TO THE EXTENT THAT SUCH PURCHASE WOULD RESULT IN
THE OUTSTANDING PURCHASE PRICE EXCEEDING THE PURCHASE COMMITMENT.
(B)
CONDITIONS PRECEDENT.
BUYER SHALL NOT BE
OBLIGATED TO PURCHASE ELIGIBLE RECEIVABLES DESCRIBED IN SUCH REQUEST UNLESS ON
THE PURCHASE DATE THEREFOR:
I.
BUYER HAS RECEIVED A REQUEST IN
SUBSTANTIALLY THE FORM OF SCHEDULE I ATTACHED HERETO WITH RESPECT TO THE
PROPOSED RECEIVABLES, TOGETHER WITH SUCH ADDITIONAL SUPPORTING DOCUMENTATION
THAT BUYER MAY HAVE REASONABLY REQUESTED;
II.
SELLER'S REPRESENTATIONS, WARRANTIES
AND COVENANTS HEREIN ARE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS ON SUCH
PURCHASE DATE, INCLUDING WITH RESPECT TO THE PROPOSED RECEIVABLES;
III.
NO EVENT OF REPURCHASE EXISTS ON SUCH
PURCHASE DATE, UNLESS SELLER HAS REPURCHASED AND PAID THE FULL PURCHASE PRICE
FOR THE AFFECTED PURCHASED RECEIVABLES PURSUANT TO THE TERMS OF SECTION 5 OR
SUCH REPURCHASE IS BEING
EFFECTUATED ON SUCH PROPOSED DATE BY PAYMENT IN CASH OR BY SETOFF BY BUYER
AGAINST THE PURCHASE PRICE FOR THE PROPOSED RECEIVABLES; AND
IV.
THERE SHALL NOT HAVE BEEN ANY MATERIAL
ADVERSE CHANGE IN SELLER, PARENT OR, SOLELY WITH RESPECT TO THE PURCHASE OF ITS
RELATED ELIGIBLE RECEIVABLES (AND UNLESS WAIVED IN WRITING BY BUYER), ANY
ACCOUNT DEBTOR, SINCE THE DATE OF THE LAST PURCHASE HEREUNDER.
(C)
PURCHASE PRICE.
BUYER SHALL PAY THE
PURCHASE PRICE FOR PURCHASED RECEIVABLES PURCHASED ON ANY PURCHASE DATE,
DENOMINATED IN U.S. DOLLARS, TO SELLER'S ACCOUNT IN IMMEDIATELY AVAILABLE FUNDS
ON SUCH PURCHASE DATE.
(D)
SECURITY INTEREST.
EFFECTIVE AS OF THE DATE
HEREOF, SELLER HAS GRANTED (AND SELLER HEREBY DOES GRANT) (IN ADDITION TO AND
NOT IN SUBSTITUTION OF THE GRANT UNDER SECTION 5(E) BELOW) TO BUYER A FIRST
PRIORITY SECURITY INTEREST IN AND TO ANY AND ALL PRESENT AND FUTURE PURCHASED
RECEIVABLES AND THE PROCEEDS THEREOF TO SECURE THE REPAYMENT