MEMORANDUM OF UNDERSTANDINGS
EXHIBIT
10.1
Note:
Portions of this exhibit indicated by [*] are subject to a confidential
treatment request, and have been omitted from this exhibit. Complete, unredacted
copies of this exhibit have been filed with the Securities and Exchange
Commission as part of the Company’s confidential treatment
request.
THIS
MEMORANDUM OF UNDERSTANDINGS (hereinafter called, “THIS MEMORANDUM”) made as of
23rd
June,
2006, by and between YOZAN INC. (hereinafter called, “YZN”) of the city of
Tokyo, Japan and Airspan Communications Ltd. (hereinafter called, “ACL”) of the
city of Uxbridge, U.K., sets forth the mutual understandings of the both parties
regarding PURCHASE CONTRACT (YZN/ACL-A14) dated 14th
April,
2005, between the both parties (hereinafter called, “1st
P/C”)
and 2nd
PURCHASE
CONTRACT (YZN/ACL-S13) dated 13th
September, 2005, between the both parties (hereinafter called, “2nd
P/C”)
and the MOUs/Amendments/Supplement/Minutes related to 1st
P/C
and/or 2nd
P/C
(hereinafter collectively called, “The Existing Agreements”), which were made
for YZN’s Broadband Wireless Access Service by WiMAX (hereinafter called, “YZN’s
WiMAX Project”). The mutual understandings of the both parties herein confirmed
are as follows:
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1.
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The
immediate scale down of YZN’s WiMAX Project shall be from “3,000 units of
MicroMAX + 30,000 units of ST” to “2,000 units of MicroMAX + the quantity
of ST which was shipped by 23rd
June, 2006, inclusive” (the exact quantities of Products including the
auxiliary items purchased by YZN and delivered by ACL shall be changed
accordingly). The payment by YZN to ACL for the amount of the Products
delivered as above but which exceeds the agreed amount of 16.8 Million
Dollars below mentioned in the item 2 shall be paid subject to the
successful performance of the guarantee under network optimization
work
mentioned in the below item 6. Notwithstanding the above scale down
of
YZN’s WiMAX Project, the quantities of purchase/sales under The Existing
Agreements remain unchanged and the shipment of the Products exceeding
the
said quantity after the scale down shall be concluded and decided
through
the mutual consent by the end of September this
year.
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2.
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As
the result of the scale down mentioned above, the amount of the Down
Payment already received by ACL, but corresponding to the amount
of the
excess beyond the one for the quantity after the said scale down
of YZN’s
WiMAX Project shall be deemed paid by YZN to ACL as the payments
after
shipment for Products shipped but not yet fully paid by YZN to ACL.
Through this shift of payment, the corresponding part of the pending
payments for the Products shipped shall be settled, but the total
amount
paid shall be all amount already paid by YZN to ACL for Products
under The
Existing Agreements including Down Payment (hereinafter called, “The Total
Paid Amount”), which is about US$16.8
Million.
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3.
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The
payment by YZN to ACL beyond The Total Paid Amount shall be made
by the
below item 5.
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4.
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Products
delivered and paid according to the above item 2 shall be deemed
as
accepted by YZN as of the date hereof, and the both parties shall
immediately perform the transactions according to The Minutes of
The
Meetings dated 1st
April, 2006, by the both parties.
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5.
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The
payments for Products shipped by June, 2006, but not paid because
it is
beyond The Total Paid Amount and the payment for Products shipped
in July,
2006, or later shall be in 45 days after acceptance or upon the
confirmation of Products performance and reliability mentioned in
the
below item 6, whichever later.
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6.
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ACL
will perform the work of “Network Optimization” proposed by ACL to YZN on
21st
June, 2006, through the month of July, 2006. For this purpose, ACL
will
dispatch its engineers and specialists at its own account, and render
its
engineering support more deeply involved in YZN’s work as a telecomm
carrier and fully cooperate with YZN for assurance of operation/service
of
equipment, system and network. Further, ACL guarantees that ACL system
shall work with a carrier grade quality, as defined by the mutual
consent
in acceptance criteria in the first week of July, 2006, in YZN’s network
as of 1st
August, 2006.
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7.
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The
both parties confirmed that any claim of Liquidated Damage, Penalty
and
Interest of Delayed Payment under The Existing Agreements, so far
if any,
shall not be made.
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8.
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The
both parties shall enter into the discussions as soon as possible
to
prepare for and secure the work mentioned in the above items 4 and
6.
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9.
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The
both parties confirmed the below
cooperation:
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[*].
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[*]
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[*]
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10.
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This
Memorandum is made in two copies and each party has one of these
two.
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THIS
MEMORANDUM is made as of the date hereinabove by:
| YOZAN INC. | Airspan Communications, Ltd. | ||
| /s/ Xxxxx Xxxxxxxx | /s/ Xxxx Xxxxxxxxxx | ||
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| Xxxxx
Xxxxxxxx President and CEO |
Xxxx
Xxxxxxxxxx CEO |
