Exhibit 10.14(a)
AMENDMENT NUMBER 1 TO LETTER AGREEMENT GCT-026/98
This Amendment Number 1 to Letter Agreement GCT-026/98, dated as of March 13,
2000 ("Amendment No. 1") relates to the Letter Agreement GCT-026/98 (the "Letter
Agreement") between EMBRAER - Empresa Brasileira de Aeronautica S.A. ("Embraer")
and Solitair Corp. ("Buyer") dated June 17, 1998, which concerns the Purchase
Agreement GCT-025/98 (the "Purchase Agreement"), as amended from time to time
(collectively referred to herein as the "Agreement"). This Amendment No. 1 is
between Embraer and Buyer, collectively referred to herein as the "Parties".
This Amendment No. 1 sets forth further agreements between Embraer and Buyer
relative to Buyer's exercise of its option to purchase the [*] Option
Aircraft as described in Article 24 of the Purchase Agreement and the
purchase of an additional [*] Firm Aircraft with an option for Buyer to
purchase another [*] Option Aircraft.
This Amendment No. 1 constitutes an amendment and modification of the Letter
Agreement. All terms defined in the Agreement and not defined herein shall have
the meaning given in the Agreement when used herein, and in case of any conflict
between this Amendment No. 1 and the Agreement, the terms of this Amendment No.
1 shall control.
WHEREAS, in connection with the Parties' agreements as described above, the
Parties have agreed to modify several conditions described in the Purchase
Agreement and in the Letter Agreement as provided below;
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, Embraer and Buyer do hereby agree as follows:
1. [*]: Article 1 of the Letter Agreement shall be deleted and replaced with
the following:
"A. [*]
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B. [*]
[*]
B.1. [*]
B.2. [*]
C. [*]
[*]
2. [*]
3. [*]: Article 4 of the Letter Agreement shall be deleted and replaced
with the following:
"A. [*]
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B. [*]
4. INTENTIONALLY OMITTED
5. [*]
"5. [*]
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[*]
[*]
a. [*]
b. [*]
[*]
6. [*]: Article 6 of the Letter Agreement shall be deleted and replaced
with the
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following:
"A. [*]
B. [*]
B.1 [*]
B.2 [*]
B.3 [*]
B.4 The following terms shall have the definitions provided below:
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[*]
[*]
[*]
C. [*]
C.1 [*]
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C.2 [*]
C.3 [*]
D. [*]
E. [*]
7. AIRCRAFT [*]
"10. [*]
A. [*]
B. [*]
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[*]
C. [*]
D. The Purchase Price for such Aircraft shall be determined as follows:
(i) [*]
(ii) [*]
(iii) [*]
E. [*]
8. [*] a new Article 11 shall be included in the Letter Agreement
as follows:
"11. [*]
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A. [*]
B. [*]
9. [*]: a new Article 12 shall be included in the Letter Agreement
as follows:
"12. [*]
[*]
10. [*]
[*]
11. [*]
Considering that, (i) the Purchase Price of Aircraft #5 paid by Buyer to
Embraer by the time of its delivery was [*]
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Considering that, (i) the Purchase Price of Aircraft #6 paid by Buyer to
Embraer by the time of its delivery was [*]
12. AIRCRAFT VALUATION CONDITIONS AND PROGRESS PAYMENTS:
12.1 The effectiveness of this Amendment No. 1 and Amendment No. 7 to the
Purchase Agreement shall be subject to Embraer and Buyer reaching
agreement with regards to the terms and conditions of the Aircraft
Valuation Conditions, which shall occur no later than [*]
12.2 As a consequence of such condition, all deposits and progress
payments otherwise due on or before March 24, 2000 shall be due on
that day, or on the day Embraer and Buyer agree on the Aircraft
Valuation Condition, whichever occurs first.
12.3 If the Basic Price of any Aircraft is decreased pursuant to Article
6 of the Letter Agreement or Article 13 of this Amendment Xx. 0,
Xxxxxxx shall recalculate the progress payments due under this
Agreement as if the Basic Price of such Aircraft were at such level
from the date of execution of this Agreement, and the excess shall
be applied to the next progress payment that may come due under the
terms of the Purchase Agreement. Any excess remaining shall be
returned to the Buyer, if no further deposits or progress payments
will come due under the terms of the Purchase Agreement.
13. CONVERSION OF THE OPTION AIRCRAFT:
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a. DECISION TO CONVERT
Buyer may at Buyer's option, elect to convert each of the Firm
Aircraft #31-45 and each of the Option Aircraft to EMB-145 model
EMB-140 LR aircraft (the "EMB-140 Aircraft") in groups of [*]
Aircraft ("Conversion Group"), provided that Buyer informs Embraer
by means of a written notice ("Election Notice") no later than
[*] prior to the Contractual Delivery Date of the first Aircraft
of each relevant Conversion Group, of its intention to exercise
such conversion right. Buyer may elect to convert any number of
Aircraft within each Conversion Group to EMB-140 Aircraft.
Any initial deposit or progress payment paid by Buyer with respect
to any Aircraft which later becomes an EMB-140 Aircraft, shall be
held and applied to the Purchase Price of the relevant EMB-140
Aircraft in the same manner as to be held and applied to the
Aircraft so converted.
b. APPLICATION OF PURCHASE AGREEMENT TO EMB-140 Aircraft:
Except as provided in this paragraph "b", all terms and conditions
applicable for the Aircraft shall also be applicable MUTATIS MUTANDI
for the EMB-140 Aircraft.
b.1. [*] in the configuration, specification and installations
specified in Schedule "C" to this Letter Agreement, provided
that [*] In the event Buyer enters into a Debt
Commitment for any such EMB-140 Aircraft, [*]
b.2. [*]
14. ALTERNATIVE CONFIGURATION
Buyer has selected an alternative interior configuration for certain
Aircraft to be operated in the livery of Trans World Airlines, Inc.
Embraer shall not increase the Basic Prices of such Aircraft as a result
of such configuration; provided that Buyer shall supply the following
buyer-furnished materials (the "BFE Material"): (i) floor carpet for
passenger cabin (P/N AY6003-001-MOHAWK), and (ii) tapestry for the
bulkheads. Buyer shall supply the BFE Material for each Aircraft to
Embraer's supplier C&D no later than one hundred and twenty (120) days
before delivery of the relevant Aircraft. If Buyer fails to do so, Buyer
shall accept the relevant Aircraft
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without those materials installed and Embraer shall have no responsibility
for retrofit costs for such Aircraft. Materials provided by Buyer pursuant
to this Article shall not be warranted by Embraer in any way and the
warranties in Attachment C to the Purchase Agreement shall not apply to
such materials.
15. MISCELLANEOUS
All other provisions of the Agreement which have not been specifically
amended or modified by this Amendment No. 1 shall remain valid in full
force and effect without any change.
[The remainder of this page has been left blank intentionally.]
IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have
entered into and executed this Amendment No. 1 to be effective as of the date
first written above.
EMBRAER - Empresa Brasileira de Aeronautica S.A. Solitair Corp.
By /s/ Xxxxxxxxx Xxxxxx By /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxx
Title: E.V.P. Commercial Title: Vice President
By /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx Date: 3/30/00
Title: E.V.P. and CFO Place: Greenwich, CT.
Date: 3/13/00
Place: Sao Xxxx dos Xxxxxx, Brazil
SCHEDULE "A"
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
SCHEDULE "B" -
[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
REQUEST FOR CONFIDENTIAL TREATMENT]
SCHEDULE "C" - EMB-140 CONFIGURATION
1. STANDARD AIRCRAFT
The EMB-140 Aircraft shall be manufactured according to the standard
configuration specified in the Technical Description TD-140/001, dated
October 1999 and the optional equipment described in item 2 below.
2. EMB 140 OPTIONAL EQUIPMENT
2.1 OPTIONS TO THE STANDARD AVIONICS CONFIGURATION:
a. CAT-II
b. 2nd Radio Altimeter
c. 2nd DME
d. 2nd ADF
e. 2nd Transponder Mode S
f. Selcal - Trimble
g. Single FMS/GPS - Honeywell
h. EGPWS
i. VHF (1st and 2nd) 8,33 khz spacing
2.2 OPTIONAL SYSTEM / OTHER EQUIPMENT
a. Thrust Reversers
C. LR version
D. Cockpit Floodlight
E. External Painting (with capability to be reverted to polished)
F. Service Door Sill Protection
G. Cargo Door Sill Protection
H. Cargo Door Light
I. Provisions for JAA certification
J. Plug in Type main door
2.3 INTERIOR OPTIONAL ITEMS
a. Standard Interior
b. Audio Entertainment (CD player)
c. Blue Sterile Light
d. Baggage Compartment Class C
e. Passenger Seats - Customized Cushion Version Top w/ Ultra-leather
f. Baggage Restraint Net
g. Extra Oxygen Mask (3 mask for each double seat)
