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Exhibit 10.13
FIRST AMENDMENT TO PURCHASE AGREEMENT No. P.A. - 0392
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THIS FIRST AMENDMENT TO PURCHASE AGREEMENT No. P.A. - 0392 (the "First
Amendment") is made and entered into effective as of the 30th day of September,
1998 by and between BOMBARDIER INC., ("Bombardier") a Canadian corporation
through Bombardier Aerospace Regional Aircraft (formerly Bombardier Regional
Aircraft Division) having an office at 000 Xxxxxxx Xxxxxxxxx, Xxxxxxxxx,
Xxxxxxx, Xxxxxx and COMAIR, INC., ("Buyer") an Ohio corporation with offices
located at the Cincinnati/Northern Kentucky International Airport, Xxxxxxxxxx,
Xxxx, X.X.X., 00000.
WHEREAS, Bombardier and Buyer are parties to that certain Purchase Agreement No.
P.A. - 0392 dated November 24, 1997 (the "Agreement" ) and pursuant to Section
24.1 thereof, desire to amend the Agreement as herein provided;
WHEREAS, the parties desire to provide for the exercise by Buyer of the purchase
of certain Option Aircraft and Additional Option Aircraft granted Buyer under
the Agreement as hereinafter provided.
NOW THEREFORE, for good and valuable consideration, the adequacy and receipt of
which is hereby acknowledge by the parties, Buyer and Bombardier agree to amend
the Agreement as follows:
1. The second WHEREAS Recital paragraph contained on page 1 of the
Agreement is hereby amended to substitute "sixty (60)" for "thirty
(30)" therein.
2. The definition of "Agreement" contained in Article 1.1 is amended and
restated in its entirety to read as follows:
"Agreement" this Purchase Agreement No. 0392 together with its
Exhibits, Annexes and Letters of Agreement attached hereto (each of
which is incorporated in the agreement by this reference) as they may
be amended pursuant to the provisions of the agreement including
without limitation the First Amendment to this Purchase Agreement
P.A.-0392;"
3. Article 2.0 of the Agreement is amended to substitute "sixty (60)" for
"thirty (30)" therein.
4. Exhibit C of the Agreement is hereby amended as follows:
[CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.]
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in Annex to Exhibit C-2, add CR 34-352 GPS - Dual Xxxxxxx XXX-0000 with
respect only to Aircraft No. 31 through No. 60, inclusive.
5. Exhibit D of the Agreement is hereby amended and restated in its
entirety so as to read as provided in Appendix I attached hereto and
made a part hereof.
6. [CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.]
7. With respect to each and every Letter Agreement attached and
incorporated in the Agreement (including Letter Agreement Number's
0392-01 through to 0392-24 and 30), the initial paragraph of each such
Letter Agreement is amended to substitute "sixty (60)" for "thirty
(30)" therein.
8. Letter Agreement No. 0392-05 of the Agreement is hereby amended as
follows:
[CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.]
9. Letter Agreement No. 0392-06 of the Agreement is hereby amended as
follows:
in paragraph 1.0, substitute "sixty (60)" for "thirty (30)" therein;
paragraph 1.2 is hereby deleted and replaced in its entirety with
"Bombardier hereby offers to Buyer the option to purchase forty-five
(45) CRJ-100ER option aircraft the ("Option Aircraft") [*]
[CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.]
10. Letter Agreement No. 0392-25 is hereby added to the Agreement.
11. Letter Agreement No. 0392-26 is hereby added to the Agreement.
12. Letter Agreement No. 0392-27 is hereby added to the Agreement.
13. Letter Agreement No. 0392-28 is hereby added to the Agreement.
14. Letter Agreement No. 0392-29 is hereby added to the Agreement.
15. Letter Agreement No. 0392-31 is hereby added to the Agreement.
16. Letter Agreement No. 0392-22 of the Agreement is hereby amended to [*].
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Except as specifically provided herein, the Agreement together with all
Exhibits, Annexes, Appendices and Letter Agreements attached shall continue in
full force and effect.
In witness whereof this First Amendment Agreement was signed on the date written
hereof:
For and on behalf of For an on behalf of
Comair, Inc.: Bombardier Inc.:
By: /s/ Xxxxx Xxxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxx
--------------------- ----------------------------
Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx
Its: Senior Vice President Finance & CFO Its: President
Bombardier Aerospace,
Regional Aircraft
By: /s/ Xxxx Xxxxxxx
---------------------------
Xxxx Xxxxxxx
Its: Sr. Vice President, Sales
Bombardier Aerospace,
Regional Aircraft
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Appendix I to the
-----------------
First Amendment to
------------------
PA -0392
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EXHIBIT D
DELIVERY SCHEDULE
The Aircraft shall be offered to Buyer for acceptance pursuant to the provisions
of Article 9 in accordance with the following schedule:
AIRCRAFT SCHEDULED DELIVERY MONTH/YEAR
No. 1 [*]
No. 2 [*]
No. 3 [*]
No. 4 [*]
No. 5 [*]
No. 6 [*]
No. 7 [*]
No. 8 [*]
No. 9 [*]
No. 10 [*]
No. 11 [*]
No. 12 [*]
No. 13 [*]
No. 14 [*]
No. 15 [*]
No. 16 [*]
No. 17 [*]
No. 18 [*]
No. 19 [*]
No. 20 [*]
No. 21 [*]
No. 22 [*]
No. 23 [*]
No. 24 [*]
No. 25 [*]
No. 26 [*]
No. 27 [*]
No. 28 [*]
Xx. 00 [*]
Xx. 00 [*]
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0
Xx. 00 [*]
No. 32 [*]
No. 33 [*]
No. 34 [*]
No. 35 [*]
No. 36 [*]
No. 37 [*]
No. 38 [*]
No. 39 [*]
No. 40 [*]
No. 41 [*]
No. 42 [*]
No. 43 [*]
No. 44 [*]
No. 45 [*]
No. 46 [*]
No. 47 [*]
No. 48 [*]
No. 49 [*]
No. 50 [*]
No. 51 [*]
No. 52 [*]
No. 53 [*]
No. 54 [*]
No. 55 [*]
No. 56 [*]
No. 57 [*]
No. 58 [*]
No. 59 [*]
No. 60 [*]
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Appendix II to the
------------------
First Amendment to PA-0392
--------------------------
ATTACHMENT A to Letter Agreement No. 05 to Purchase Agreement -0392
[CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.]
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Appendix III to the
-------------------
First Amendment to PA-0392
--------------------------
Option Aircraft Delivery Schedule
[CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.]
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September 30, 1998
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 25 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("BOMBARDIER") AND COMAIR, INC. ("BUYER") RELATING TO THE
PURCHASE OF SIXTY (60) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
[CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.]
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly, BOMBARDIER INC.
/s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
Contracts Manager
Bombardier Aerospace, Regional Aircraft
Acknowledged and Accepted:
this 30th day of September, 1998
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
------------------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance & CFO
LA No. 25 -1-
to P.A. No. 0392
---------------------------
Initials
Buyer Bombardier
---------------------------
9
September 30, 1998
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 26 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("BOMBARDIER") AND COMAIR, INC. ("BUYER") RELATING TO THE
PURCHASE OF SIXTY (60) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
[CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.]
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly, BOMBARDIER INC.
/s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
Contracts Manager
Bombardier Aerospace, Regional Aircraft
Acknowledged and Accepted:
this 30th day of September, 1998
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance & CFO
LA No. 26 -1-
to P.A. No. 0392
---------------------------
Initials
Buyer Bombardier
---------------------------
10
September 30, 1998
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 27 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("BOMBARDIER") AND COMAIR, INC. ("BUYER") RELATING TO THE
PURCHASE OF SIXTY (60) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
[CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.]
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly, BOMBARDIER INC.
/s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
Contracts Manager
Bombardier Aerospace, Regional Aircraft
Acknowledged and Accepted:
this 30th day of September, 1998
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance & CFO
LA No. 28 -1-
to P.A. No. 0392
---------------------------
Initials
Buyer Bombardier
---------------------------
11
September 30, 1998
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 28 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("BOMBARDIER") AND COMAIR, INC. ("BUYER") RELATING TO THE
PURCHASE OF SIXTY (60) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
[CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.]
This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. When there is
any inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms contained herein,
then this Letter Agreement shall prevail.
LA No. 28 -1-
to P.A. No. 0392
---------------------------
Initials
Buyer Bombardier
---------------------------
12
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly, BOMBARDIER INC.
/s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
Contracts Manager
Bombardier Aerospace, Regional Aircraft
Acknowledged and Accepted:
this 30th day of September, 1998
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance & CFO
LA No. 28 -2
to P.A. No. 0392
---------------------------
Initials
Buyer Bombardier
---------------------------
13
September 30, 1998
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 29 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("BOMBARDIER") AND COMAIR, INC. ("BUYER") RELATING TO THE
PURCHASE OF SIXTY (60) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
[CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.]
3.0 In the event of the termination of the Agreement, this Letter Agreement
shall become automatically null and void with respect to undelivered
Aircraft.
4.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of Bombardier.
5.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. When there is
any inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms contained herein,
then this Letter Agreement shall prevail.
LA No. 29 -1-
to P.A. No. 0392
---------------------------
Initials
Buyer Bombardier
---------------------------
14
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly, BOMBARDIER INC.
/s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
Contracts Manager
Bombardier Aerospace, Regional Aircraft
Acknowledged and Accepted:
this 30th day of September, 1998
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance & CFO
LA No. 29 -2-
to P.A. No. 0392
---------------------------
Initials
Buyer Bombardier
---------------------------
15
September 30, 1998
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 31 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("BOMBARDIER") AND COMAIR, INC. ("BUYER") RELATING TO THE
PURCHASE OF SIXTY (60) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
[CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.]
LA No. 31 -1-
to P.A. No. 0392
---------------------------
Initials
Buyer Bombardier
---------------------------
16
3.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of Bombardier.
4.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. When there is
any inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms contained herein,
then this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly, BOMBARDIER INC.
/s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
Contracts Manager
Bombardier Aerospace, Regional Aircraft
Acknowledged and Accepted:
this 30th day of September, 1998
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance & CFO
* MATERIAL DESIGNATED BY AN ASTERISK IS CONSIDERED CONFIDENTIAL AND HAS BEEN
OMITTED PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. SUCH
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
LA No. 31 -2-
to P.A. No. 0392
---------------------------
Initials
Buyer Bombardier
---------------------------
