Confidential Treatment Requested by American Superconductor Corporation Amendment No. 4 to Supply Contract Number PPC1687-032014

EXHIBIT 10.46

Confidential Treatment Requested by American Superconductor Corporation

Amendment No. 4

to Supply Contract Number PPC1687-032014

This amendment number 4 (“Amendment No. 4”) to Contract Number PPC1687-032014 dated 12^th August 2014 (the “Contract”) is effective as of 18^th  February 2016 (“Effective Date”) between Inox Wind Ltd., having its head office at Plot No. 17, Sector 16-A, Noida 201301 (U.P) India (“Buyer”) and American Superconductor Corporation, having its head office at 64 Jackson Road, Devens, MA 01434, USA (“Seller”), hereinafter collectively referred to as the “Parties” or individually as a “Party”.

WHEREAS, Seller and Buyer executed a supply contract dated 12^th August 2014 for the supply of [**] ([**]) sets of DF2000/50Hz Electric Control Systems (According to GL2010 guideline) by Seller to Buyer;

WHEREAS, Seller and Buyer executed Amendment No. 1 to Contract Number PPC1687-032014 dated 15^th August 2014 (“Amendment No. 1”) to clarify part numbers and the Parties’ banking information as well as an agreement to work collaboratively on any issues Seller encounters relative to drawing down on the letter(s) of credit;

WHEREAS, Seller and Buyer executed Amendment No. 2 to Contract Number PPC1687-032014 dated 6^th August 2015 (“Amendment No. 2”) to supply an additional [**] ([**]) sets of DF2000/50Hz Electric Control Systems (According to GL2010 guideline) by Seller to Buyer;

WHEREAS, Seller and Buyer executed Amendment No. 3 to Contract Number PPC1687-032014 dated 19th November 2015 (“Amendment No. 3”) to supply an additional [**] ([**]) sets of DF2000/50Hz Electric Control Systems (According to GL2010 guideline) by Seller to Buyer; and

WHEREAS, Buyer desires to purchase from Seller and Seller agrees to sell to Buyer an additional [**] ([**]) sets of DF2000/50Hz Electric Control Systems (According to GL2010 guideline) for the WT2000DF Wind Turbine.  [**] ([**]) sets out of this [**] ([**]) sets of DF2000/50Hz Electric Control System (According to GL2010 guideline) will be delivered [**] function as per Annex 1 of this Amendment No. 4.

The Parties agree as follows:

1.1 [**] ([**]) sets of Electric Control Systems [**] function and without Condition Monitoring System (CMS) (hereinafter “ECS V1”) and [**] ([**]) sets [**] function and without Condition Monitoring System (CMS) (hereinafter “ECS V2”) and collectively (“ECS”).  Each set comprising of:

ECS V1:

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Confidential Treatment Requested by American Superconductor Corporation

2

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Confidential Treatment Requested by American Superconductor Corporation

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Confidential Treatment Requested by American Superconductor Corporation

ECS V2:

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Confidential Treatment Requested by American Superconductor Corporation

1.3 The price for each ECS V1 for the first [**] ([**]) units delivered, FCA Shanghai, China and/or any place in Europe, excluding VAT shall be:  EUR [**] (EURO [**] ONLY). The price for each ECS V1 for the additional[**] ([**]) units to be delivered, FCA Shanghai, China and/or any place in Europe, excluding VAT shall be:  EUR [**] (EURO [**] ONLY).

1.3.1. The price for each ECS V2, FCA Shanghai, China and/or any place in Europe, excluding VAT shall be:  EUR [**] (EURO [**] ONLY).  

TOTAL CONTRACT PRICE:

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Confidential Treatment Requested by American Superconductor Corporation

The total contract price, FCA Shanghai, China and/or any place in Europe excluding VAT, shall be:  EUR 37,360,855 . (EURO THIRTY-SEVEN MILLION, THREE HUNDRED SIXTY THOUSAND EIGHT HUNDRED FIFTY-FIVE ONLY).

2.4  For the additional [**] ([**]) sets of DF2000/50Hz Electric Control Systems (According to GL2010 guideline) added by this Amendment No. 4, Seller will supply the ECS no later than [**] ([**]) months from the effective date of this Amendment No.4.

(5)  Sub-clause 3.1 and 3.2 apply only to the [**] ECS initially ordered by Seller as of the date of Amendment No. 2.  For the additional quantity of  ECS added by Amendments No. 2, No. 3 and No. 4, the following payment terms apply:  Prior to each monthly shipment in accordance with the then current Delivery Schedule (for the first delivery) and the Monthly Delivery Schedule (for subsequent deliveries), Buyer shall cause to be issued by an approved bank of Buyer listed in sub-clause 3.(4) a letter of credit payable on-site in a form and format acceptable to Seller and in an amount equal to [**]% of each shipment value.  The letter of credit shall be in accordance with UCP 600.  The letter of credit shall be valid for 60 days and shall include provisions for deferred payment by the Buyer of [**] days from the date of FCR, and all interest charges shall be to the account of Buyer.  Letter of credit charges in India shall be borne by the Buyer and letter of credit charges outside of India shall be borne by the Seller.  If a letter of credit is not issued in sufficient time to meet the Delivery Schedule (for the first delivery) and the Monthly Delivery Schedule (for each subsequent delivery), the associated shipment date will be extended accordingly.  In the event Buyer fails to provide the Delivery Schedule and/or Monthly Delivery Schedule(s) prior to the Final Delivery Date, (i) Seller shall be entitled to retain all advance amounts remaining creditable to Buyer at such time, and Buyer shall not be entitled to any credit or refund with respect to any such remaining advance amounts, and (ii) Seller may, at its discretion, terminate this Contract by written notice to Buyer pursuant to Article 18.  

The Parties are signing this Amendment on the date stated in the introductory clause.

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Confidential Portions of this Exhibit marked as [**] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.