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...
EXHIBIT
10.19
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.
AMENDMENT
OF 1st
AND
2nd
PURCHASE CONTRACTS (YZN/ACL-S22)
THIS
AMENDMENT OF 1st
AND
2nd
PURCHASE
CONTRACTS (hereinafter called, “This Amendment”) is made this 6th
day of
October, 2005, by and between YOZAN INCORPORATED of the city of Tokyo, Japan,
(hereinafter called, “YZN”) and AIRSPAN COMMUNICATIONS LIMITED of the city of
Uxbridge, Middlesex, U.K., (hereinafter called, “ACL”), to amend PURCHASE
CONTRACT (YZN/ACL-A14) dated 14th
April,
2005, and SUPPLEMENT TO PURCHASE CONTRACT (YZN/ACL-A14S1) dated 15th
August,
2005, (hereinafter collectively called, “1st
P/C”)
and 2nd
PURCHASE
CONTRACT (YZN/ACL-S13) dated 13th
September, 2005, (hereinafter called, “2nd
P/C”).
The amendment of 1st
P/C and
2nd
P/C
agreed hereunder by the both parties is as follows :
|
1.
|
Regarding
2nd
P/C :
|
|
a)
|
ARTICLE
4.-Clause (1)-Item 9. is amended to “WiFi-AP For ProST [*]
Units
US$[*].-”,
because 1,000Units of WiFi-AP For ProST is removed from 2nd
P/C and covered under 1st
P/C for integration with ProSTs to be delivered under 1st
P/C as the below-mentioned.
|
|
b)
|
The
bottom line in parenthesis of ARTICLE 4.-Clause (1) is amended to
“Grand
Total before volume discount : US$[*].-”,
as the result of the above amendment.
|
|
c)
|
Notwithstanding
the above a) and b), ARTICLE 4.-Clause (2) and the other part of
2nd
P/C remains unchanged. Therefore, The Total Contract Price of
2nd
P/C after the volume discount is
U.S.$15,000,000.-.
|
|
2.
|
Regarding
1st
P/C :
|
|
|
a)
|
The
Optional Purchase of 1,000Units WiFi-AP For ProST mentioned in Item
7 of
SUPPLEMENT TO PURCHASE CONTRACT (YZN/ACL-A14S1) dated 15th
day of August, 2005, (hereinafter called, “Supplement A14S1”) and
1,000Units Outdoor PSU mentioned in Item 13 of Supplement A14S1 is
made by
YZN with the additional contract price of U.S.$[*].-,
which is calculated from the unit price of Outdoor PSU (U.S.
[*].-)
and [*]Units
quantity after the mutually agreed discount (The said [*]Units
WiFi-AP is not charged under 1st
P/C.) .
|
|
|
b)
|
As
the result of the optional purchase by YZN mentioned in the above
a), the
quantity of ProST-WiFi purchased by YZN under 1st
P/C, which is mentioned in Item 6. of Supplement A14S1, is [*]
Units
instead of [*]
Units.
|
|
|
c)
|
As
the result of the above a) and b), the additional Down Payment of
U.S.$16,500.- shall be paid by YZN to ACL within two weeks of This
Amendment in addition to Item 15 of Supplement A14S1. Now, this is
calculated as follows :
|
|
|
The
total Contract Price of 1st P/C
|
U.S.$16,667,940.-
|
|
|
The
Contract Price added by This Amendment
|
U.S.$55,000.-
|
|
|
The
total Contract Price of the date
|
U.S.$16,722,940.-
|
|
|
The
Down Payment Amount of the above
|
U.S.$5,016,882.-
|
|
|
Less
The Down Payment already paid
|
U.S.$5,000,382.-
|
|
| The Down Payment to be paid by This Amendment | U.S.$16,500.- | |
|
d)
|
Considering
the changes made by Supplement A14S1 and the foregoing clauses of
This
Amendment, ARTICLE 11. of 1st
P/C shall be read as follows :
|
|
“The
Bank Guarantee for 10% of the total Contract Price issued by a prime
bank
in U.K., which shall amount U.S.$1,672,294.- and be effective till
6
months after the acceptance of all the Products, shall be deposited
by ACL
at YZN. This Bank Guarantee will be raised in two Guarantees: (1)The
first
one amounts U.S.$320,795.-, which is hypothetically regarded as equivalent
to 10% of Contract Price of Lot-1 to Lot-7, to be raised by the end
of
September, 2005; (2)The 2nd
one amounts U.S.$1,345,999.-, which is hypothetically regarded as
equivalent to 10% of Contract Price of Lot-8 to Lot-10 to be raised
by the
end of December, 2005. The respective Bank Guarantee shall be effective
six months after acceptance of all the Lots covered by the corresponding
Bank Guarantee being made by YZN. YZN shall return these Bank Guarantees
to ACL immediately after its
expiry.”
|
In
witness whereof, each party of the parties hereto has caused This Amendment
to
be Executed,
in duplicate, each duplicate of which shall be considered as original, by its
duly
authorized officers or representatives.
| YOZAN INC. |
AIRSPAN
COMMUNICATIONS
LTD.
|
| (signed) | (signed) | ||
| By Xxxxx Xxxxxxxx, | By Xxxxxx Xxxxx-Xxxxxxxx, | ||
|
President
and CEO
|
President
Asia Pacific
|
||
