FIRST AMENDMENT TO AGREEMENT
EXHIBIT 10.10 Amended Agreement - NAVTECH SYSTEMS SUPPORT INC.
(REDACTED per Request for Confidential Treatment)
NOTE: CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT - SAID PORTIONS HAVE BEEN MARKED WITH [***] TO INDICATE REDACTED PORTIONS
FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT is made between NAVTECH SYSTEMS SUPPORT, INC. (hereinafter called "Navtech") and BALTIA AIR LINES INC., (hereinafter called the "Customer") and becomes effective upon on the date of the last of the parties to sign below.
WHEREAS the parties entered into an Agreement dated the 15th day of January 2010, identified as Xxxxxxxx Xxxxxx XXX000000 (hereinafter called the "Agreement"); and
WHEREAS the parties wish to modify the Agreement pursuant to Section 15 thereof;
NOW THEREFORE the parties agree to amend the Agreement as follows:
- ADD in its entirety the following new Schedule, attached
hereto, to the Agreement:
- Schedule D for Navtech Charts
All other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF an intending to be legally bound hereby, the parties have caused this First Amendment to Agreement to be executed and do each hereby warrant and represent that their respective signatories whose signatures appear below have been and are on the date of their signing duly authorized by all necessary and appropriate action to execute this First Amendment to Agreement.
NAVTECH SYSTEMS SUPPORT INC.
By: ----------------------
Title:-------------
Sign:-------------
Date:
BALTIA AIR LINES INC.
By:
Title:-------------
Sign:-------------
Date: _
NAVTECH CHARTS - SCHEDULE D
This Schedule D is a part of the Agreement between NAVTECH SYSTEMS SUPPORT INC. ("Navtech") with a place of business at 000 Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx and BALTIA AIR LINES INC. "Customer") with a place of business at 00-00 Xxxxxxxx Xxxxxx, Xxxxx 00, Xxxx Xxxx, Xxx Xxxx,00000, XXX.
Section 1
DEFINITIONS
1.1 AD- Aerodromes provided by Navtech.
1.2 Navtech Charts-the Navtech Charts provided hereunder, as detailed in Section 2.0.
1.3 NOTAM (notice to airmen)- A notice containing time critical information that is either of a temporary nature or is not known far enough in advance to permit publication on aeronautical charts.
1.4 Source Data/AlP- The Company shall produce the charts using the Source Data provided to or obtained by the Company from the national government and/or regulatory authorities in the various AlP or NOTAM or Customer Data in accordance with the AIRAC Cycle and otherwise in a timely manner.
Section 2
SERVICES
Navtech will provide the customer with the following Navtech Charts
products as indicated in the table below.
| Product | Description |
Selected (Yes/No) |
| Navtech Chart | Tailored Manuals with 45 aerodromes | Yes |
| Navtech eChart Office | World (1 License) | Yes |
| Navtech Chart | World (1 License) | Yes |
| Navtech Chart | World (1 License) | Yes |
| Navtech Chart | 1N/S BR | Yes |
Details of customer specification
- Tailored Manuals comprised of 45 aerodromes, initially
- Paper subscription delivered by courier at cost to selected location
- WebCharts company access including tailored manuals
- 4 X Tailored Manual comprised of 45 aerodromes (SO Max)
- 1 X Enroute Charts coverage according to selected aerodromes
- 1 X Text Section
Navtech warrants that the charts contained in the Navtech Charts are, unless otherwise stated in the charts and subject to minor amendments or as advised in the supplementary bulletins thereto, accurate representations of the instrument/flight procedures prescribed and published by the relevant national and international regulatory authorities. The information contained in the Navtech Charts other than those charts mentioned above, accurately represents, in edited form, material obtained from other sources.
Navtech shall deliver to the Customer in the manner and in the quantities as described in Section 4.0.
Section 3
CUSTOMER RESPONSIBILITIES
The customer shall ensure the correct and proper use of the Navtech
Charts documents by their employees and agents.
The customer shall provide a complete list of both primary and alternate aerodromes to be included in the Navtech Charts products.
The Customer shall advise Navtech of all changes to the deliverables in accordance with the Change Control Procedure set forth in Section 7.
The Customer is at all times responsible for applying and maintaining the correct and necessary authorization for operating at the airports according to the current customer airport list.
Section 4
PRICING SCHEDULE
| Itemization | Fee US$ |
|
Set Up/One Time Fees Manual Build (06 Sets), Set Up & Training | [***](One Time) |
|
Fleet Fee (Tailored Manuals Incl max 50 AD ) Fee per aircraft 1 thru 4 | [***]/aircraft/year |
|
Fleet Fee (Tailored Manuals Incl max 50 AD) Fee per aircraft> 4 | [***]/aircraft/year |
| Navtech eChart Office (World) | 1 License included |
| Navtech webcharts | Company access to tailored manuals |
| Print Fee [***] per airport/year/manual | [***] |
| Print Fee [***] per enroute chart/year/manual | [***] |
| Courier Charges | Billed at Navtech's Cost |
| Additional Aerodromes, Information fee | [***]/year |
| Print fee Additional Aerodrome | [***]/manual/year |
| Print Fee Additional Enroute Chart | [***]/manual/year |
- Navtech will provide consulting work at an hourly fee of $[***].
- Binders not included
- Initial Training will be Computer Based Training (CBT). On location, classroom training is an option, and will be charged at Navtech's costs to the customer.
Estimated Total Annual Fee [***]
Section 5
PAYMENT SCHEDULE
- Set-up fees will be invoiced upon contract execution
- Subscription billing will commence upon delivery of the Navtech Charts to the Customer and Customer's signing of the Acceptance document.
- The initial invoice for service will include the actual usage for the first period plus the initial advanced portion of the billing,where applicable.
- Subscription billing after the initial invoice will be invoiced quarterly in advance commencing on the 1st day of the next applicable period
- Invoices will be addressed to:
Baltia Air Lines Inc
Xxxx X. Xxxxxxx International Airport
Terminal 4, Room 262.089
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Facismile : x0-000-000-0000
Phone: x0-000-000-0000
Email: xxxx.xxxxxxx@xxxxxx.xxxSection 6
Upon receipt of data and its review, Navtech will create a Statement of Work that includes customer requirements, delivery schedules, and parameters for user testing and required sign off.
DELIVERY & IMPLEMENTATIONAll Products will be delivered to the following address:
Baltia Air Lines Inc.
Xxxx X. Xxxxxxx International Airport
Terminal 4, Room 262.089
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
Phone: x0-000-000-0000
Email: xxxxx.xxxxxxxxxx@ xxxxxx.xxx
Section 7
Navtech will provide the following Service and Support for the current version of the Navtech Charts as follows:
SUPPORT- Current technical and other information about the product
- Telephone guidance and assistance to Customer's contact persons in connection with the use of the product through Navtech's support line during the hours of 08:30-17:00, GMT,Monday thru Friday.
- Email guidance and assistance to Customer's contact persons in connection with the use of the product through xxx@xxxxxxx.xxxx
- Receipt and response to documented error reports from Customer's contact persons.
Change Control Procedure
i. The Statement of Work shall be taken as the baseline specification of the Navtech Chart Service (s) as required by the Customer and accepted by Navtech at the time of the commencement of this Agreement.
ii. Any variation to the Navtech Chart Service (s) required by the customer shall be duly advised to Navtech by the Customer giving Navtech a minimum of five (5) working days notice of changes to the contents of the Documents and a minimum of twenty (20) working days notice of any structural changes to the Documents (for example in the case of a new requirement for a Tailored Manual)
iii. Notification of changes by the Customer shall be facilitated through the use of the Change Control Form or by other means as may be agreed between the Customer and Navtech from time to time.
iv. Upon receipt by Navtech of the Change Control Form, or other form of notification as may be agreed from time to time, Navtech shall acknowledge the receipt of the change request and advise the Customer of any change to the price and advise any lead time requirements prior to the effective date of the change.
v. Navtech shall maintain a configuration control history of the Change Control Forms and other notifications made by the Customer to Navtech and accepted as a change to the Statement of Work.
Section 8
USER ACCEPTANCE- User Acceptance criteria will be detailed in the Statement of Work
- The Statement of Work will delineate procedures for addressing issues,if any, with the initial version of the Navtech Charts delivered to the Customer.
- After the period delineated in the Statement of Work for User Acceptance Review,the Customer will certify in writing their acceptance of the Navtech Charts product.
Section 9
Notwithstanding the Term set forth in Agreement to which this Schedule D is attached, the Term for this Schedule D shall commence upon the date of the last signature below and terminate five (S) years from that date.
TERM FOR SCHEDULEIN WITNESS WHEREOF and intending to be legally bound hereby, Navtech and Customer have caused this Schedule to be executed as of the date listed above, and do each hereby warrant and represent that their respective signatories whose signatures appear below have been and are on the date of their signing duly authorized by all necessary and appropriate action to execute this Schedule.
NAVTECH SYSTEMS SUPPORT INC. BALTIA AIR LINES INC.
/SIGNED/
