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EXHIBIT 10.9
AMENDMENT NO. 1 TO OMNITRACS(R) CONTRACT
THIS AMENDMENT NO. 1 is made and entered into this 23rd day of June,
1995, by and between Timely Transportation, Inc. ("Customer") with its
principal place of business located at 000 Xxxxxxxx Xxxxxxx X.X., Xxx. 000,
Xxxxxxx, XX 00000, and XXXXXXXX Xxxxxxxxxxxx ("QUALCOMM"), with its principal
place of business located at 0000 Xxxx Xxxxxxxxx, Xxx Xxxxx, Xxxxxxxxxx
00000-0000.
RECITALS
A. QUALCOMM and Customer entered into a written OmniTRACS Contract dated
May 8, 1995 (the "Contract") for certain services and equipment.
B. By this Amendment No. 1, both QUALCOMM and Customer desire to amend
the Contract as hereinafter set forth.
TERMS
NOW, THEREFORE, for and in consideration of the mutual promises set
forth herein, QUALCOMM and Customer agree as follows:
1. Amendment of Attachment 3 entitled, "Special Provisions". Paragraph
I, "MCT Price Contingency," shall be deleted in its entirety.
2. Amendment of Attachment 3 entitled, "Special Provisions". A new
Paragraph VI is added as follows:
"VI. QUALCOMM FINANCING.
A. Finance Lease. QUALCOMM and Customer contemplate financing
the purchase of up to one hundred (100) refurbished MCTs, in accordance with
the terms of the OmniTRACS Finance Lease ("Finance Lease") entered concurrently
herewith. The MCT price set forth in the Finance Lease includes installation,
Outdoor Unit Mounting Brackets, and Remote Buzzers. The Finance Lease terms
apply to the first sixty (60) refurbished MCTs ordered, and will be amended to
reflect the additional forty (40) refurbished MCTs as those MCTs are ordered,
in accordance with Attachment 2, Delivery Schedule. The financing terms in the
Finance Lease are applicable only to the one hundred (100) refurbished MCTs
ordered hereunder. QUALCOMM's obligation to ship to one hundred (100)
refurbished MCTs ordered hereunder is contingent upon mutual acceptance and
completion of the Finance Lease concurrently with execution of this Amendment.
B. Additional Orders. Customer may purchase additional MCTs at
the price set forth on Page 1, Item 01. The MCTs shall have the Warranty
Period set forth in Section 1.5 of the Contract."
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2. Effectiveness of Contract. Except as expressly provided herein,
nothing in this Amendment shall be deemed to waive or modify any of the
provisions of the Contract, or any amendment or addendum thereto. In the event
of any conflict between the Contract, this Amendment or any other amendment or
addendum thereof, the document later in time shall prevail.
3. Counterparts and Facsimile Delivery. This Amendment may be executed
in two or more identical counterparts, each of which shall be deemed to be an
original and all of which taken together shall be deemed to constitute this
Amendment when a duly authorized representative of each party has signed a
counterpart. The parties may sign and deliver this Amendment by facsimile
transmission. Each party agrees that the delivery of this Amendment by
facsimile shall have the same force and effect as delivery of original
signatures and that each party may use such facsimile signatures as evidence of
the execution and delivery of this Amendment by all parties to the same extent
that an original signature could be used.
IN WITNESS WHEREOF, QUALCOMM and Customer hereto have executed this
Amendment as of the day and year first above written.
XXXXXXXX Xxxxxxxxxxxx TIMELY TRANSPORTATION, INC.
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx Xxxxxxxxxx for the Company
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Print: Xxxxxx Xxxxx Print: Xxxx Xxxxxxxxxx
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Title: Vice President, Finance Title: Chief Financial Officer
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