AMENDMENT OF 2nd PURCHASE CONTRACTS (YZN/ACL-F2)
EXHIBIT
10.20
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 2nd
PURCHASE CONTRACTS (YZN/ACL-F2)
THIS
AMENDMENT OF 2nd
PURCHASE
CONTRACT (hereinafter called, “This Amendment”) is made this 25th
day of
February, 2006, 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 2nd
PURCHASE
CONTRACT (YZN/ACL-S13) dated 13th
September, 2005, (hereinafter called, “2nd
P/C”)
after correction by AMENDMENT OF 1st
AND
2nd
PURCHASE
CONTRACTS (YZN/ACL-S22) as follows :
|
1.
|
ARTICLE
4. of 2nd
P/C (“ PURCHASE QUANTITIES AND CONTRACT PRICES”) is amended as follows
:
|
“(1)
The
quantities and Contract Prices on CIP Narita Airport basis of Products to be
purchased by YZN from ACL under This Contract are set forth herebelow in this
Article :
|
(Name
of Products)
|
(Purchase
Quantities)
|
(Contract
Price)
|
|
|
1
|
MicroMAX-SDR
|
[*]
Units
|
US$[*].-
|
|
2.
|
Radio-Transceiver
|
[*]
Units
|
US$[*].-
|
|
3.
|
Enclosure/Aux.
for Single B/S Products Set
|
[*]
Units
|
US$[*].-
|
|
4.
|
Enclosure/Aux.
for Double B/S Products Set
|
NIL
|
|
|
5.
|
Netspan-NMS
1 Set for 10,000STs
|
[*]
(up to cumulated [*]
Units)
|
|
|
6.
|
EasyST
|
[*]
|
|
|
7.
|
WiFi-AP
For EasyST
|
[*]
|
|
|
8.
|
ProST
|
[*]
Units
|
US$[*].-
|
|
9.
|
WiFi-AP
For ProST
|
[*]
Units
|
US$[*].-
|
|
10.
|
CSCA
S/W 1 set for 1,200 Units
|
Free
|
|
|
11.
|
External
Cabling
|
[*]
Units
|
US$[*].-
|
|
12.
|
GPS
|
[*]
Units
|
US$[*].-
|
|
13.
|
Cable
for GPS
|
[*]
Units
|
US$[*].-
|
|
14.
|
Cable
for Slave MicroMAX-SDR
|
[*]
Units
|
US$[*].-
|
|
15.
|
Outdoor
PSU
|
[*]
Units
|
US$[*].-
|
|
(Grand
Total before volume discount : US$[*].-)
|
|||
|
(2)
|
ACL
gives YZN a volume discount from the above Grand Total. After this
discount, The
Total Contract Price of This Contract is U.S.$26,025,446.-. The discount
amount
shall be calculated and applied on pro-rata basis against each
ACL’s
|
invoices.
“
| 2. |
As
the result of the above 1. amendment, the additional Down Payment
of
U.S.$3,307,633.- shall be paid by YZN to ACL within two weeks of
This
Amendment in addition to the Down Payment already paid according
to
Article 6.-Clause 1. of 2nd
P/C. Now, this is calculated as follows
:
|
|
The
total Contract Price of 2nd
P/C
|
U.S.$15,000,000.-
|
|
|
The
Contract Price added by This Amendment
|
U.S.$11,025,446.-
|
|
|
The
total Contract Price of the date
|
U.S.$26,025,446.-
|
|
|
The
Down Payment Amount of the above
|
U.S.$7,807,633.-
|
|
|
Less
The Down Payment already paid
|
U.S.$4,500,000.-
|
|
|
The
Down Payment to be paid by This Amendment
|
U.S.$3,307,633.-
|
|
|
3.
|
As
the result of the above 1. amendment, ACL shall additionally submit
a
bank
|
|
|
guarantee
of U.S.$1,102,544.- to YZN within two weeks of This Amendment
|
||
|
according
to Article 11. of 2nd
P/C.
|
||
|
4.
|
The
Shipment of Products added by This AMENDMENT shall be made by
20th
May, 2006.
|
|
|
5.
|
ACL
shall make its best efforts to review and improve Enclosure design
of SDR
for the cost reduction and, if affirmative, ACL will propose the
revised
Unit Price of Enclosure of SDR.
|
|
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 |
