Exhibit 10.24d
--------------
Addendum No. 3
to
VOLUME PURCHASE AGREEMENT
This Addendum No. 3 to VOLUME PURCHASE AGREEMENT (this "Addendum") is
hereby entered into by AMSC Subsidiary Corporation ("AMSC") and TRIMBLE
NAVIGATION LIMITED ("TRIMBLE") on the date last indicated below.
RECITALS
A. TRIMBLE and AMSC entered into a certain VOLUME PURCHASE AGREEMENT dated
March 10, 1995, as amended on December 19, 1995 and later on January
29, 1997 (collectively, the "Agreement").
B. TRIMBLE and AMSC intend to further amend the Agreement to reduce the
shipment rate of Galaxy Production Units (as defined in the Agreement).
C. TRIMBLE and AMSC therefore hereby modify the Agreement as follows:
ADDENDUM
1. REDUCTION OF SHIPMENT RATE
Beginning August 1997, Trimble will reduce the number of Galaxy
Production Units shipped to AMSC from five hundred (500) Galaxy
Production Units per month to two hundred fifty (250) Galaxy Production
Units per month, and AMSC shall purchase such units at such rate, until
AMSC has purchased the number of such Galaxy Production Units required
by the Agreement.
2. PRICES
Prices for Units shipped to AMSC through November 1997 shall remain
unchanged at one thousand six hundred seventy five U.S. Dollars
($1,675). Beginning with the Galaxy Production Units shipped to AMSC in
December, 1997 the price per unit will increase to one thousand seven
hundred fifty U.S. Dollars ($1,750).
3. PREPAYMENT
3.1 In accordance with the Agreement, AMSC has prepaid Trimble one
million six hundred seventy five thousand U.S. Dollars
($1,675,000) for Galaxy Production Units scheduled to be
shipped through at the rate of five hundred (500) Galaxy
Production Units per month for the months of August and
September, 1997. Due to the reduction in shipment rate as
provided above, this prepaid amount shall be sufficient to
prepay for shipment through November, 1997.
3.2 The prepayment due for December, 1997 shipment of two hundred
fifty (250) Galaxy Production Units shall be prepaid as
follows:
3.2.1 Two hundred eighteen thousand seven hundred fifty
U.S. Dollars ($218,750) shall be paid on or before
October 15, 1997, and
3.2.2 Two hundred eighteen thousand seven hundred fifty
U.S. Dollars ($218,750) shall be paid on or before
November 1, 1997.
Trimble's obligation to ship the December, 1997 Galaxy
Production Units is conditioned upon
Trimble's timely receipt of such prepayments.
3.3 Beginning November 15, 1997, AMSC will continue to prepay
Trimble for Galaxy Production Units on or before the 15th of
each month for the shipment two months later (e.g., the
payment for the two hundred fifty (250) Galaxy Production
Units to be shipped January, 1997 shall be due and payable on
or before November 15, 1997.) Trimble's obligation to ship the
Galaxy Production Units is conditioned upon Trimble's timely
receipt of such prepayments.
4. INCREASE OF SHIPMENT RATE
4.1 Upon forty-five (45) days prior written notice, AMSC may
instruct Trimble to resume shipping at a rate of five hundred
(500) Galaxy Production Units per month on a sustained basis.
Such instruction shall be irrevocable.
4.2 Upon such instruction to increase the shipment rate to five
hundred (500) Galaxy Production Units per month and as a
condition of Trimble's obligation to ship such Galaxy
Production Units:
4.2.1 At least forty-five days prior to the first day of
the month in which Trimble makes the first increased
shipment. AMSC shall make a prepayment to Trimble of
eight hundred thirty seven thousand five hundred U.S.
Dollars ($837,500);
4.2.2 AMSC shall make prepayments of eight hundred thirty
seven thousand five hundred U.S. Dollars (:$837,500)
on or before the 15th of each month; and
4.2.3 The price of each Galaxy Production Unit shall be one
thousand six hundred seventy five U.S. Dollars
($1,675).
5. RATIFICATION OF THE AGREEMENT
In all other respects, TRIMBLE and AMSC hereby ratify and affirm the
Agreement.
WITH INTENT TO BE BOUND, TRIMBLE and AMSC have signed this Amendment on the
dates written below.
TRIMBLE NAVIGATION LIMITED AMSC SUBSIDIARY CORPORATION
Signature: /s/Tom Ellis /s/Stephen D. Peck
------------ ------------------
Typed
Name: Tom Ellis Stephen D. Peck
Title: Vice President, Mobile Position Chief Financial Officer
& Communications
Date: 8/28/97 8/29/97
------- -------