Exhibit 10.14
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT
OF 1933. THE OMITTED MATERIALS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
AMENDED AND RESTATED
LETTER AGREEMENT GCT-026/98
This Amended and Restated Letter of Agreement GCT-026/98 ("Agreement") dated
April 19, 2002, is an agreement between Republic Airways Holdings, Inc.
("Buyer") with its principal place of business at 0000 X. Xxxx Xxxxxx Xxxx,
Xxxxxxxxxxxx, Xxxxxxx 00000, Xxxxxx Xxxxxx, and Embraer - Empresa Brasileira de
Aeronautica S.A. ("Embraer"), with its principal place of business at Sao Xxxx
dos Xxxxxx, Sao Paulo, Brazil, relating to the Amended and Restated Purchase
Agreement GCT-025/98 dated April __, 2002 (the "Purchase Agreement") for the
purchase by Buyer of up to thirty-seven (37) new EMB-145 LR aircraft (the
"Aircraft").
This Agreement constitutes an amendment and modification of the Purchase
Agreement, and it sets forth additional agreements of the Parties with respect
to the matters set forth in the Purchase Agreement. All terms defined in the
Purchase Agreement shall have the same meaning when used herein, and in case of
any conflict between this Agreement and the Purchase Agreement, this Agreement
shall govern.
Solitair Corp. ("Solitair") has assigned to Buyer all of Solitair's rights and
obligations under the Purchase Agreement DCT-025/98 between Embraer and Solitair
(as amended before the date of the Purchase Agreement, the "Original Purchase
Agreement") and Letter Agreement GCT-026/98 dated as of June 17, 1998 between
Embraer and Solitair (as amended before the date of this Agreement, the
"Original Letter Agreement") with respect to the sale of certain unexercised
option aircraft, and in connection with such assignment, Solitair has also
assigned to Buyer its remaining rights with respect to the aircraft delivered
and to be delivered under the Original Purchase Agreement.
Buyer and Embraer now desire to amend and restate certain agreements relating to
such Aircraft, as previously provided in the Original Letter Agreement.
At the time this Agreement becomes effective, neither Buyer nor Embraer shall
have any rights against or obligations to the other pursuant to the Original
Letter Agreement.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, Embraer and Buyer agree as follows:
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1. BRAZILIAN EXPORT SUPPORT
A. Securing Availability of [*] Benefits
[*] shall secure availability of Brazilian Export Financing
Program [*] on behalf of and for the benefit of Buyer for the
Aircraft by obtaining [*] for those Aircraft.
B. Amount of [*] Benefits
The [*] Benefits [*] of [*] of [*] which may be charged by a
permitted financier of the Aircraft.
To the extent that the [*] Benefits are reduced below the
level referred to above, withdrawn or canceled, [*] , either:
B.1. when and if permitted by the then existing
governmental rules and regulations, [*] or
B.2. [*]
C. [*]
2. SPARE PARTS CREDITS
Embraer will provide Buyer a spare parts (except engines, engine
related parts and APU) and ground support equipment credit of [*] .
This spare parts credit shall be made available to Buyer upon [*] If
for any reason the Purchase Agreement is partially terminated in
relation to any Aircraft, then Buyer shall pay [*] per each applicable
terminated EMB-145 Aircraft and/or [*] per each EMB-140 Aircraft for
which such Spare Parts Credit for any reason has already been provided
to Buyer. Each Spare Part Credit shall only be made available to Buyer
in the event there is [*] . If any such credit is not so made available
to Buyer because [*] , such credit shall be made available [*] . Any
portion of such credit which remains unused [*] shall be deemed to have
been waived by Buyer, and no further compensation shall be due [*] for
such Spare Parts Credit. Such Spare Parts Credit shall be applied
against [*].
3. ADDITIONAL SPARES
Notwithstanding the value of Spares stated in Article 3.A.2 of the
Purchase Agreement, the Buyer may acquire Spares in excess of such
stated value, subject to availability of such additional Spares, from
Embraer ("Additional Spares"). However, such Additional Spares [*] .
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4. FINANCING
A. In the event Buyer elects to assign its rights to an Aircraft
to a financing institution as provided for in Article 16.a of
the Purchase Agreement, it shall provide Embraer with written
notice of the name, address, telephone number and contact
person of such financing institution within [*] prior to
intended date of the assignment; provided that Buyer shall
make reasonable efforts to provide earlier notice. Buyer shall
also timely provide Embraer with any other information Embraer
may reasonably request in regard to such financing
institution. Embraer shall inform Buyer whether such financing
institution has been approved by Embraer to the extent
required pursuant to Article 16 of the Purchase Agreement
within [*] after its receipt of such notice.
B. Notwithstanding anything to the contrary in Article 3 or 24 of
the Purchase Agreement, the Basic Prices for the Aircraft
shall [*] if Buyer does not [*] The Basic Prices for the
Aircraft shall also [*]
C. For each Aircraft (excluding Aircraft for which [*] issued),
Embraer shall offer a [*] Such [*] will be based on the
determination of [*] using [*] The Buyer will use commercially
reasonable efforts to provide Embraer with reasonable notice
of [*] provided, however, any failure to provide such notice
shall [*] in accordance with the terms of this Agreement.
C.1 The obligation of Embraer to grant [*] contingent
upon Buyer's [*]
C.2 If Buyer has made the determination set forth above,
Embraer shall then [*] provided however, that Buyer
shall make reasonable efforts to minimize [*]
C.3 If, on a case by case basis, Buyer is unable to use
an [*] in the financing of an Aircraft after making
reasonable efforts to do so, and the Buyer believes
in good faith that such failure is due to [*] Buyer
may request that Embraer [*] In such situation,
Embraer shall [*]
C.4 The terms of the [*] shall apply to [*] pursuant to
this Section 4.C.
Embraer shall make [*] to assist Buyer's efforts to [*] Embraer shall
not be obliged to assist Buyer in efforts to [*]
For the avoidance of doubt, Embraer shall not be deemed to have [*]
5. AIRCRAFT ESCALATION PRICE
A. The Basic Prices are subject to Embraer's standard escalation
formula contained in Attachment "D" (the "Escalation Formula")
to the Purchase Agreement.
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B. The Escalation Formula applied to each Aircraft [*] for each
of such Aircraft. However, in the event that the delivery date
provided for any of such Aircraft is delayed for any reason
not attributable to Embraer [*] and the Basic Price of the
such relevant Aircraft shall be [*] in accordance with the
Escalation Formula.
C. The calculation of [*] shall be made for the [*] applicable
for each relevant Aircraft [*] , and the result so obtained
[*] shall be [*] .
D. The Purchase Price for such Aircraft shall be determined as
follows:
(i) If [*] , the Aircraft Purchase Price shall be equal
to [*] , or:
(ii) If [*] , but [*] , the [*] shall be [*] and the
applicable Aircraft Purchase Price shall be equal to
[*] , or:
(iii) If [*] , the applicable Aircraft Purchase Price shall
be equal to [*] , and the result so obtained shall be
[*] .
E. The conditions described above shall only be applicable in the
event [*] . In the event, in any of the situations described
above, [*] , the applicable Aircraft Purchase Price will be
equal to the applicable Aircraft Basic Price [*] ."
6. SPARE PARTS [*] Embraer shall at all times provide Buyer [*] its
published base spare parts catalogue price list which includes only
Embraer-made parts. This [*] shall be applicable for the [*] . . Such
[*] shall be applicable for spare parts purchase orders to be placed at
Embraer after the signature of this Agreement.
7. ADDITIONAL AIRCRAFT GUARANTEES
Embraer shall provide an aircraft performance guarantee in accordance
with the terms and conditions specified in Schedule "3-A" to this
Agreement.
Embraer shall provide a direct maintenance cost guarantee and scheduled
dispatch reliability guarantee in accordance with the terms and
conditions specified in Schedules "4" and "5", respectively. These
guarantees shall apply to the Aircraft and the forty-eight (48)
EMB-145LR and EMB-135KL aircraft previously delivered under the
Original Purchase Agreement, and shall also apply to the five (5)
additional EMB-135KL aircraft currently scheduled for delivery to
Chautauqua by Solitair under the Original Purchase Agreement.
8. CONVERSION
A. DECISION TO CONVERT
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Buyer may at Buyer's option, elect to convert each of the
Option Aircraft to EMB-140 Aircraft (as defined below) in
groups of [*] Aircraft ("Conversion Group"), provided that
Buyer informs Embraer by means of a written notice ("Election
Notice") no later than the date which Buyer confirms the
exercise of its option to purchase such Option Aircraft,
according to Article 24 of the Purchase Agreement, of its
intention to exercise such conversion right. Buyer may elect
to convert [*] Aircraft within each Conversion Group to
EMB-140 Aircraft.
EMB-140 Aircraft - shall mean the EMB-145, Model EMB-135 KL
version Aircraft, or, where there is more than one of such
Aircraft, each of such Aircraft, manufactured by Embraer, for
sale to Buyer pursuant to the Purchase Agreement, according to
Technical Description TD-140/002, dated April 2000, the
Aircraft Specific Configuration, Finishing and Registration
Marks described in Schedule "6" to this Letter Agreement, as
may be amended from time to time by Buyer at its expense as
specified in Article 11 of the Purchase Agreement. The
Aircraft is composed entirely of vendor parts and parts
manufactured by Embraer and Embraer subcontractors, and the
parts manufactured by Embraer and Embraer subcontractors shall
have Embraer part numbers.
Any initial deposit or progress payment paid by Buyer pursuant
to Articles 4.a or 24.d of the Purchase Agreement 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. The unit Basic Price of the EMB-140 Aircraft shall be
[*] in [*] economic conditions in the configuration,
specification and installations specified in Schedule
"6", provided that there will be [*] as described in
Section 4.c of this Agreement and any other [*]
agreed to in writing between Embraer and Buyer. In
the event Buyer enters into a [*] for any EMB-140
Aircraft, the EMB-140 Aircraft Basic Price shall be
[*]
B.2. Schedule "3-B" shall apply to the EMB-140 Aircraft in
lieu of Schedule "3-A".
9. PROGRESS PAYMENTS
9.1 FIRM AIRCRAFT
A. The progress payments for the Firm Aircraft pursuant to
Articles 4.a.2, 4.a.3
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and 4.a.4 of the Purchase Agreement shall be reduced from [*]
to [*] , subject to Buyer's payment of interest pursuant to
item B below.
B. In order to compensate Embraer for this reduction in the
progress payments, interest shall accrue at a rate of [*] on
the amount that each such progress payment has been reduced
[*] , from the date such progress payment is due until the
Actual Delivery Date for each Aircraft.
9.2 OPTION AIRCRAFT
A. Notwithstanding anything to the contrary in the Purchase
Agreement, Buyer shall not be obligated to make any progress
payments for an Option Aircraft until Buyer has confirmed its
purchase of such Option Aircraft.
B. The progress payments for the Option Aircraft pursuant to
Articles 24.d.2, 24.d.3 and 24.d.4 of the Purchase Agreement
shall be reduced from [*] to [*] , subject to Buyer's payment
of interest pursuant to item C below.
C. In order to compensate Embraer for this reduction in the
progress payments, interest shall accrue at a rate of [*] on
the amount that each such progress payment has been reduced
[*] , from the date such progress payment is due until the
Actual Delivery Date for each Aircraft.
D. Items A and B shall not apply to Option Aircraft [*]
9.3 GENERAL TERMS FOR INTEREST ON PROGRESS PAYMENTS
A. Amounts owed by Buyer pursuant to this Article 9 shall not
constitute part of the Aircraft Purchase Price and shall be
paid by Buyer directly to Embraer upon delivery of each
Aircraft through a separate invoice to be presented by
Embraer.
B. Buyer shall not withhold or deduct any portion of interest
payments or, if it must do so, shall fully gross up such
amounts; provided that Embraer shall cooperate reasonably with
Buyer in executing any exemption forms requested by Buyer.
9.4 RETURN OF PROGRESS PAYMENTS
Upon receipt of the Purchase Price for each Firm Aircraft, Embraer
shall return the progress payments for such Aircraft, minus the amount
of any progress payments due during the same calendar month for
undelivered Firm Aircraft. Embraer shall apply this retained amount [*]
10. BRIDGE FINANCING
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Embraer has provided a temporary financing structure ("Bridge
Financing") for six (6) EMB-135 KL model aircraft to Chautauqua in
accordance with the terms of the letter agreement, interim loan
agreement, aircraft security agreement and security agreement
supplement agreed between Embraer and Chautauqua for each such
Aircraft. Any breach, default or failure to perform under the Bridge
Financings by Chautauqua shall be a breach of the Purchase Agreement.
Any breach, default or failure to perform by Buyer under the Purchase
Agreement shall be an "Event of Default" under the Bridge Financings,
as such term is defined in the Bridge Financing agreements.
11. CONSIGNMENT
Buyer is entitled to a spare parts consignment of [*] for Chautauqua,
up to a maximum of [*] A portion of such consigned spare parts
inventory shall be made available to Buyer in [*] , with additional
inventory to be made available on a schedule agreed by Embraer and
Buyer that increases the inventory to the maximum amount within [*]
after the first delivery of consigned spare parts.
The identification of the parts which will be included in the Consigned
Stock shall be mutually agreed upon by the Parties. During the
consignment period, Embraer shall have the right to replace parts
within the consigned inventory [*] , however, keeping the consigned
inventory level.
Availability of Consigned Stock to Buyer is conditioned upon Buyer,
Chautauqua and Embraer's designee in the United States of America
entering into a consignment agreement to be negotiated by Buyer and
Embraer's designee in good faith within sixty (60) days following
execution of this Agreement and Embraer's and Buyer's performance of
their obligations thereunder. Nevertheless, the following conditions
precedent shall be fulfilled to the reasonable satisfaction of Embraer
and its designee:
a. Buyer/Chautauqua has provided the appropriate fillings of UCC-1s and
any other filings reasonably requested by Embraer, as to evidence
Embraer's designee's ownership/security interest in the Consigned
Stock; and
b. Buyer/Chautauqua has provided evidence of appropriate insurance
coverage for the Consigned Stock during shipment from Embraer's U.S.
affiliates and during storage. Such insurance shall, among other
stipulations, name Embraer or its designee, as timely determined by
Embraer, as sole loss payee.
The Parties furthermore agree that Buyer/Chautauqua shall pay Embraer a
[*] , based upon the Embraer's price to Buyer for spares. The Consigned
Stock will be consigned to Chautauqua for a period of [*] and shall
decrease during the final [*] according to the same schedule by which
it increased during the first [*] of the consignment. Upon expiration
of such consignment period, Chautauqua
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may return unused consigned spares or purchase the remaining relevant
Consigned Stock.
Buyer/Chautauqua shall pay Embraer the purchase price of each consigned
spare part within [*] days of Chautauqua's removal of the consigned
spare from the Consigned Stock. The price for the consigned spare parts
shall be based upon [*] Embraer shall replenish the Consigned Stock as
to be provided for in the Consignment Agreement in order to keep the
inventory level of the Consigned Stock through the consignment period,
except as provided to the contrary in this Section 10.
In the event, for any reason the Purchase Agreement is terminated with
respect to any Aircraft, the Consigned Stock shall be [*] .
12. SIMULATOR DATA PACKAGE
If, on or before [*] , (i) Buyer elects to acquire its own flight
simulator, (ii) Buyer requests from Embraer [*] , (iii) Embraer and
Buyer have entered into a [*] agreement [*] , and (iv) Embraer, Buyer
and the simulator vendor have entered into an agreement with respect to
[*] ; then Embraer shall [*] , which shall include [*] . Such [*] shall
be provided to Buyer within [*] after Buyer's notification to Embraer
[*] . Buyer may [*] ; provided that, subject to [*] provided Embraer
and [*] have entered into an agreement with Buyer for [*] , in form and
substance satisfactory to Buyer.
13. MISCELLANEOUS
All terms and conditions of the Purchase Agreement that have not been
specifically altered or modified hereunder shall remain in full force
and effect and time is of the essence under this Agreement.
[The remainder of this page has been left blank intentionally.]
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[*]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
and delivered by their proper and duly authorized officers and to be effective
as of the day and year first above written.
EMBRAER - Empresa Brasileira de Republic Airways Holdings, Inc.
Aeronautica S.A.
By: By:
---------------------------- -------------------------------------
Name: Name:
-------------------------- -----------------------------------
Title: Title:
------------------------- ----------------------------------
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
Witness: Witness:
----------------------- --------------------------------
Name: Name:
-------------------------- -----------------------------------
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SCHEDULE "1" - [*] BASIC CONDITIONS
Subject to the terms and conditions of Article 4.c of [*] Embraer agrees to
provide [*] for each Aircraft [*] actual sale of the Aircraft [*], as
applicable.
1. Embraer will [*] of the Aircraft [*] means the actual delivery date of the
relevant Aircraft, [*]months after the Actual Delivery Date.
2. [*] with respect to an Aircraft, [*] or such lesser amount as the Buyer
may elect [*]
3. [*] means the greater [*] Embraer will negotiate in good faith
[*]Notwithstanding anything above to the contrary, in the event that the
Buyer [*]
4. [*] means the actual cost of [*] determined as [*] as shown on the [*]
with respect to [*]
5. [*] means the [*] amount payable by [*] such amount determined to be the
difference between [*]
6. [*] means [*]contemplating [*] between [*] Embraer shall be informed of
all such [*] as soon as available.
7. [*] means the period commencing on the date which is [*] of the relevant
Aircraft and ending on the date [*] of the relevant Aircraft.
8. Embraer shall be [*] as soon as such are received and in any event at [*]
If Embraer and Buyer fail to agree that [*]
9. The Aircraft shall comply in full with, [*]
10. Embraer shall have [*] but no obligation, [*]
11. Each Party shall bear its own costs [*]
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SCHEDULE "2" - [*] BASIC CONDITIONS
Subject to the terms and conditions of Article 4.c of [*] Embraer agrees to
provide [*] for each Aircraft [*] actual sale of the Aircraft [*], as
applicable.
1. Embraer will [*] of the relevant Aircraft, [*] of the relevant Aircraft,
[*] months after the Actual Delivery Date.
2. [*] with respect to an Aircraft, [*] or such lesser amount as the Buyer
may elect [*]
3. [*] means the greater [*] Embraer may, but will not be under the
obligation to, [*]
4. [*] means [*] provided, however, [*] Embraer shall be informed of [*]
5. [*] means [*]
6. Embraer shall be informed of [*] as soon as such [*]
7. [*] means the actual [*] determined as[*] as shown on the [*], reduced by
[*] further reduced by [*]
8. [*] means the maximum amount payable [*] as the case may be, [*] such
amount determined to be the difference between [*]
9. Embraer shall have [*] but no obligation, [*]
10. The Aircraft shall comply in full with, or exceed, the [*] Buyer shall
provide Embraer with an [*]
11. Each Party shall bear its own costs [*]
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SCHEDULE "3-A" - EMB-145 AIRCRAFT PERFORMANCE GUARANTEE
1. GUARANTEES
Embraer, subject to the conditions and limitations hereby expressed, and
considering the Aircraft with a maximum takeoff weight of [*] pounds ([*]
kg) and equipped with XXXXXXX xxxxxxxxx Xxxxx-Xxxxx Xxxxxxx XX 0000X0
engines, guarantees each Aircraft as follows:
a. On the Aircraft Actual Delivery Date, the Aircraft will comply with
the following performance:
a.1 CRUISE SPECIFIC AIR RANGE
The cruise specific air range at a gross weight of [*] pounds
([*] Kg) in a standard day (ISA), at an altitude of [*] feet,
at [*] KTAS using not more than maximum cruise thrust, shall
not be less than the guarantee value:
NOMINAL:[*] TOLERANCE:[*] GUARANTEE:[*]
A.2 MISSION PAYLOAD
a.2.1 The payload for a stage length of [*] nautical miles in
still air, shall not be less than the guarantee value:
GUARANTEE: [*]
Note: the above guaranteed value is subject to the same
tolerance applicable to the M.E.W. pursuant to Paragraph a.3
below.
The above guarantee is based on the following conditions and
operating rules:
Stage Length:
The stage is defined as the sum of the distances for length
climb, cruise and descent.
Takeoff:
The airport altitude is at [*].
The takeoff weight is not limited by the airport conditions.
Maximum takeoff thrust is used for the takeoff.
Climbout Maneuver:
Following the takeoff [*], the Aircraft accelerates [*] while
climbing to [*] feet above the departure airport altitude and
retracting flaps and landing gear.
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Climb:
The Aircraft climbs from [*] feet above the departure airport
altitude to [*] feet altitude [*].
The Aircraft then accelerates [*].
The climb continues at [*] until [*] feet is reached.
The climb continues at [*] to cruise altitude.
The temperature is [*] during the climb.
Maximum climb thrust is used throughout the climb.
Cruise:
The Aircraft cruises at an average speed [*].
The cruise altitude is [*] feet.
The temperature is [*] during cruise.
The cruise thrust is not to exceed [*].
Descent:
The Aircraft descends [*].
The descent continues [*] to an altitude of [*] feet.
The temperature is [*] during descent.
Approach and Landing Maneuver:
The Aircraft decelerates to the final approach speed while
extending landing gear and flaps, then descends and lands.
The destination airport elevation is at sea level.
Fixed Allowances:
For the purpose of this guarantee and for the purpose of
establishing compliance with this guarantee, the following
shall be used as fixed quantities and allowances:
Taxi-out fuel: [*].
Takeoff and Climbout Maneuver fuel: [*].
Approach and Landing Maneuver fuel: [*].
Taxi-in fuel (shall be consumed from the reserve fuel): [*].
The usable reserve fuel remaining upon completion of the
landing: [*].
A.2.2 OPERATIONAL EMPTY WEIGHT BASIS
Operational empty weight (OEW) derived in accordance
with Paragraph a.2.3 shall be used as the basis for [*].
A.2.3 EMB-145 WEIGHT SUMMARY
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ITEMS WEIGHT WEIGHT
(KG) (LB)
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1 - M.E.W. Std. EMB-145 Aircraft [*] [*]
Configuration
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2 - Option to std EMB-145 Aircraft (*) [*] [*]
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3 - M.E.W. Customer Configuration [*] [*]
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4 - Operating Items [*] [*]
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a - Pilot and Copilot (180 Lb each) (**) [*] [*]
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b - Stewardess (140 Lb each) (**) [*] [*]
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c - Engine oil [*] [*]
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d - Hydraulic Fluid [*] [*]
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e - Unusable Fuel [*] [*]
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f - Apu Oil [*] [*]
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g - Toilet Fluid [*] [*]
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h - Water [*] [*]
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i - Flight Kit [*] [*]
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j - Crew Baggage [*] [*]
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k - Catering Standard [*] [*]
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l - Pass. Serv. Equip. [*] [*]
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m - 2nd Attendant [*] [*]
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5 - O. E. W. Customer Configuration [*] [*]
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REMARKS:
(*) See Customer Options Table (Item a.2.4).
(**) In accordance with Advisory Circular No: 120-27C (U.S.
Depart. Of Transp./FAA)
A.2.4 CUSTOMER OPTIONS TABLE:
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ITEMS OPT WEIGHT WEIGHT
(KG) (LB)
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A) OPTIONS TO STD AVIONIC CONFIGURATION
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[*] [*] [*] [*]
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[*] [*] [*] [*]
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[*] [*] [*] [*]
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B) OPTIONAL SYSTEM / OTHER EQUIPMENT
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[*] [*] [*] [*]
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C) INTERIOR OPTIONAL ITEMS
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[*] [*] [*] [*]
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[*] [*] [*] [*]
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SUB-TOTAL (OPTIONS STD A/C) [*] [*]
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(1) Provisions for JAA Certification:
- Wiring provision on the panel lamps for Filament Test
- Structural provision for 10(degree) rudder deflection
- Wiring provision for the nose landing gear door position indication
in the EICAS
- Provision for warning of the selection of Flaps 22(degree) to
take-off
- Provision for limitation of the hydraulic pressure on the speed
brake actuator when the aircraft is above 200 knots
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(2) Galley inserts (Trolley, SU, Hot Jugs) and catering are not included
A.3 [*]
2. AIRCRAFT CONFIGURATION
2.1 The guarantees stated above are based on the EMB-145 Basic Aircraft
configuration as defined in the Technical Description TD-145/010
dated January 1998, plus specific Buyer configuration options as
defined in Attachment "A" to the Purchase Agreement, (hereinafter
referred to as the Detail Specification). Appropriate adjustment to
the guarantees shall be made for changes in such Detail
Specification approved in writing by the Buyer and Embraer. Such
adjustments shall be accounted for by Embraer in its evidence of
compliance with the guarantees.
In the event a change is made to any law, governmental regulation or
requirement, or in the interpretation of any such law, governmental
regulation or requirement that affects the certification basis for
the Aircraft, and as a result thereof, a change is made to the
configuration and/or the performance of the Aircraft in order to
obtain certification, the guarantees set forth in this Aircraft
Performance Guarantee shall be appropriately modified to reflect any
such change.
2.2 The mission payload guarantee of Paragraph 1.a.2.1 and the
Manufacturer's Empty Weight guarantee of Section 1.a.3 shall be
adjusted by Embraer for the following in its evidence of compliance
with such guarantees:
(1) Changes to the Detail Specification including Change Requests,
Master Changes, Change Orders or any other changes mutually
agreed upon between the Buyer and Embraer.
(2) The difference between the component weight allowances given
in the appropriate section of the Detail Specification and the
actual weights.
3. GUARANTEE CONDITIONS
3.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) and specified variations therefrom;
altitudes are pressure altitudes.
3.2 The FAA Regulations (FAR) referred to in this Schedule are, unless
otherwise specified, the EMB-145 Certification Basis regulations
specified in the Type Certificate Data Sheet. The reference number
for the Certificate Data Sheet and its date of issue will be
provided to Buyer within fifteen (15) days of type approval.
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3.3 The cruise specific air range, speed and altitude capability, and
the climb, cruise and descent portions of the mission guarantees
include allowances for normal electrical power extraction and normal
operation of the air conditioning system. Normal power extraction
shall be defined as not less than a [*] total electrical and
hydraulic loads. Normal operation of the air conditioning system
shall be defined as operation in the automatic mode, with the
temperature control set to maintain a nominal cabin temperature of
75(Degree)F, and all air conditioning systems operating normally.
This operation nominally allows a sea level cabin altitude to be
maintained up to [*] feet and a maximum cabin pressure differential
of [*] pounds per square inch at higher altitudes, with a nominal
Aircraft cabin ventilation rate of [*] cubic feet per minute at [*]
ft including passenger cabin recirculation (nominal recirculation is
[*] percent not considering xxxxxx flow). The APU is turned off
unless otherwise specified.
3.4 The cruise specific air range, speed and altitude capability, and
the climb, cruise, and descent portions of the mission guarantees
are based on [*] Aircraft center of gravity location of [*] of the
mean aerodynamic chord.
3.5 Performance, where applicable, is based on a fuel Lower Heating
Value (LHV) of [*] BTU per pound and a fuel density of [*] pounds
per U.S. gallon.
4. PARTIES' OBLIGATIONS ACCORDING TO THIS GUARANTEE
RELATIVE TO THE GUARANTEES STATED IN PARAGRAPH 1.a above:
4.1 During the Aircraft acceptance to be performed by Buyer in
accordance with Article 7 of the Purchase Agreement, Buyer shall
check the Aircraft performance specified in paragraph 1.a of this
Schedule "3-A", by using the EMB-145 Aircraft Flight Manual (AFM)
and by comparing the flight test data, at the atmospheric conditions
prevailing during the flight, with the information presented in the
EMB-145 Supplementary Performance Manual (SPM). All the performance
guarantee under this Schedule "3-A" are in accordance with both
manuals above mentioned, taking into consideration the established
tolerances.
4.2 Embraer's obligations in respect to the guarantees stated in
Paragraph 1.a of this Schedule "3-A", are limited to Buyer's right
to terminate the Purchase Agreement in respect to the relevant
Aircraft, pursuant to Article 23.d. should it be reasonably verified
that such Aircraft during the acceptance procedure specified in
Article 7 of the Purchase Agreement, cannot comply with the
performances guaranteed hereunder after Embraer has had a reasonable
opportunity to cure such deficiencies in accordance with Article 7.
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4.3 In case during the above mentioned acceptance procedure, it is
proven that the Aircraft performance does not comply with the
performances specified in Paragraph 1.a of this Schedule "3-A", but
Buyer considers it satisfactory by accepting delivery of such
Aircraft, then Embraer shall not be liable to any claim or demand
whatsoever from Buyer with respect to such performance guarantees.
4.4 Upon acceptance of the Aircraft by Buyer, all obligations of Embraer
regarding the Aircraft performance guarantees specified in Paragraph
1.a, shall cease.
5. GUARANTEE COMPLIANCE
5.1 Compliance with the guarantees of Section 1.a shall be based on the
conditions specified in that section, the Aircraft configuration of
Section 2 and the guarantee conditions of Section 3.
5.2 Compliance with the takeoff, landing, and TOW Climb limit guarantees
shall be based on the FAA-approved Airplane Flight Manual for the
EMB-145.
5.3 Compliance with the cruise specific air range, speed, and the climb,
cruise and descent portions of the mission guarantees shall be
established by calculations based on the comparison mentioned in
Section 4.1 above..
5.4 The data derived from tests shall be adjusted as required by
conventional methods of correction, interpolation or extrapolation
in accordance with established engineering practices to show
compliance with provisions of Section 1.a.
5.5 [*] shall be based on information in the appropriate approved weight
and balance manual, or associated document or report.
5.6 Compliance with the guarantees set forth in this Schedule does not
depend on the engine meeting the performance requirements contained
in the engine specification.
6. EXCLUSIVE GUARANTEES
6.1 The only performance guarantees applicable to the Aircraft are those
set forth in this document. The performance guarantees set forth
herein are established between Buyer and Embraer and may not be
transferred or assigned to others, unless by previous written
consent of Embraer.
6.2 THE GUARANTEES, OBLIGATIONS AND LIABILITIES OF EMBRAER,
Page 7 of 8
AND REMEDIES OF BUYER SET FORTH IN THIS PERFORMANCE GUARANTEE ARE
EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES
AND RENOUNCES, ALL OTHER RIGHTS, CLAIMS, DAMAGES AND REMEDIES OF
BUYER AGAINST EMBRAER OR ANY ASSIGNED OF EMBRAER, EXPRESS OR
IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACHIEVED
PERFORMANCE.
6.3 The terms and conditions of this Performance Guarantee do not alter,
modify or impair, in any way, the terms and conditions of Attachment
C (XXX-000 XXXXXXXX XXXXXXXX CERTIFICATE) to the Purchase Agreement.
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SCHEDULE "3-B"
EMB 140 - AIRCRAFT PERFORMANCE GUARANTEE
1. GUARANTEES
Embraer, subject to the conditions and limitations hereby expressed, and
considering the Aircraft with a maximum takeoff weight of [*] pounds ( [*]
kg) and equipped with XXXXXXX xxxxxxxxx Xxxxx-Xxxxx Xxxxxxx XX 0000X0/0
engines, guarantees each Aircraft as follows:
A. On the Aircraft Actual Delivery Date, the Aircraft will comply with
the following performance:
A.1 CRUISE SPECIFIC AIR RANGE
The cruise specific air range at a gross weight of [*] pounds
( [*] Kg) in a standard day (ISA), at an altitude of [*] feet,
at [*] KTAS using not more than maximum cruise thrust, shall
not be less than the guarantee value:
NOMINAL: [*] TOLERANCE: [*] GUARANTEE: [*]
A.2 MISSION PAYLOAD
A.2.1 The payload for a stage length of [*] nautical miles in
still air, shall not be less than the guarantee value:
GUARANTEE: [*]
Note: The above guaranteed value is subject to the same
tolerance applicable to the MEW pursuant to
Paragraph a.3 below.
The above guarantee is based on the following conditions
and operating rules:
Stage Length:
The stage is defined as the sum of the distances for
length climb, cruise and descent.
Takeoff:
The airport altitude is at SEA LEVEL.
The takeoff weight is not limited by the airport
conditions.
Maximum takeoff thrust is used for the takeoff.
Climbout Maneuver:
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Following the takeoff [*] , the EMB-140 Aircraft
accelerates [*] while climbing to [*] feet above the
departure airport altitude and retracting flaps and
landing gear.
Climb:
The EMB-140 Aircraft climbs from [*] feet above the
departure airport altitude to [*] feet altitude at [*] .
[*] The EMB-140 Aircraft then accelerates [*].
The climb continues at [*] until [*] feet is reached.
The climb continues at [*] to cruise altitude.
The temperature is [*] during the climb.
Maximum climb thrust is used throughout the climb.
Cruise:
The EMB-140 Aircraft cruises at an average speed of [*].
The cruise altitude is [*] feet.
The temperature is [*] during cruise.
The cruise thrust is not to exceed [*].
Descent:
The EMB-140 Aircraft descends [*].
The descent continues [*] to an altitude of [*] feet.
The temperature is [*] during descent.
Approach and Landing Maneuver:
The EMB-140 Aircraft decelerates to the final approach
speed while extending landing gear and flaps, then
descends and lands.
The destination airport elevation is at sea level.
Fixed Allowances:
For the purpose of this guarantee and for the purpose of
establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
Taxi-out fuel: [*].
Takeoff and Climbout Maneuver fuel: [*].
Approach and Landing Maneuver fuel: [*].
Taxi-in fuel (shall be consumed from the reserve fuel):
[*].
The usable reserve fuel remaining upon completion of the
landing: [*].
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A.2.2 OPERATIONAL EMPTY WEIGHT BASIS
Operational empty weight (OEW) derived in accordance
with Paragraph a.2.3 shall be used as the basis [*] .
A.2.3 EMB-140 WEIGHT SUMMARY
--------------------------------------------------------------------
ITEMS [*] [*]
--------------------------------------------------------------------
1 - M.E.W Std. EMB-140 Aircraft [*] [*]
Configuration(*)
--------------------------------------------------------------------
--------------------------------------------------------------------
2 - Option to std EMB-140 Aircraft (**) [*] [*]
--------------------------------------------------------------------
--------------------------------------------------------------------
3 - M.E.W. Customer Configuration LR [*] [*]
version
--------------------------------------------------------------------
--------------------------------------------------------------------
4 - Operating Items [*] [*]
--------------------------------------------------------------------
a - Pilot and Copilot (180 Lb each) (***) [*] [*]
--------------------------------------------------------------------
b - Stewardess (140 Lb each) (***) [*] [*]
--------------------------------------------------------------------
c - Engine oil [*] [*]
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d - Hydraulic Fluid [*] [*]
--------------------------------------------------------------------
e - Unusable Fuel [*] [*]
--------------------------------------------------------------------
f - Apu Oil [*] [*]
--------------------------------------------------------------------
g - Toilet Fluid [*] [*]
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h - Water [*] [*]
--------------------------------------------------------------------
i - Flight Kit [*] [*]
--------------------------------------------------------------------
j - Crew Baggage [*] [*]
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k - Catering Standard [*] [*]
--------------------------------------------------------------------
l - Pass. Serv. Equip. [*] [*]
--------------------------------------------------------------------
m - 2nd Attendant [*] [*]
--------------------------------------------------------------------
--------------------------------------------------------------------
5 - O. E. W. Customer Configuration LR [*] [*]
version
--------------------------------------------------------------------
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REMARKS:
(*) See Customer Options Table (Item a.5.4).
(**) In accordance with Advisory Circular No: 120-27C (U.S.
Depart. Of Transp./FAA)
A.2.4 CUSTOMER OPTIONS TABLE:
------------------------------------------------------------------------------
ITEMS OPT WEIGHT WEIGHT
(KG) (LB)
------------------------------------------------------------------------------
A) OPTIONS TO STD AVIONIC CONFIGURATION
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
------------------------------------------------------------------------------
B) OPTIONAL SYSTEM / OTHER EQUIPMENT
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
C) INTERIOR OPTIONAL ITEMS
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
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------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
[*] [*] [*] [*]
------------------------------------------------------------------------------
------------------------------------------------------------------------------
SUB-TOTAL (OPTIONS STD A/C) [*] [*]
------------------------------------------------------------------------------
(1) Galley inserts (Trolley, SU, Hot Jugs) and catering are not included
A.3 [*]
2. EMB-140 AIRCRAFT CONFIGURATION
2.1 The guarantees stated above are based on the EMB-140 Basic Aircraft
configuration as defined in the Technical Description TD-140/002
dated April 2000, plus specific Buyer configuration options as
defined in Attachment "A" to the Purchase Agreement, (hereinafter
referred to as the Detail Specification). Appropriate adjustment to
the guarantees shall be made for changes in such Detail
Specification approved in writing by the Buyer and Embraer. Such
adjustments shall be accounted for by Embraer in its evidence of
compliance with the guarantees.
In the event a change is made to any law, governmental regulation or
requirement, or in the interpretation of any such law, governmental
regulation or requirement that affects the certification basis for
the EMB-140 Aircraft, and as a result thereof, a change is made to
the configuration and/or the performance of the EMB-140 Aircraft in
order to obtain certification, the guarantees set forth in this
EMB-140 Aircraft Performance Guarantee shall be appropriately
modified to reflect any such change.
2.2 The guarantee payloads of Paragraph 1.a.5 and the Manufacturer's
Empty Weight guarantee of Section 1.a.6 shall be adjusted by Embraer
for the following in its evidence of compliance with such
guarantees:
(1) Changes to the Detail Specification including Change Requests,
Master Changes, Change Orders or any other changes mutually
agreed upon between the Buyer and Embraer.
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(2) The difference between the component weight allowances given
in the appropriate section of the Detail Specification and the
actual weights.
3. GUARANTEE CONDITIONS
3.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) and specified variations therefrom;
altitudes are pressure altitudes.
3.2 The FAA Regulations (FAR) referred to in this Schedule are, unless
otherwise specified, the EMB-140 Certification Basis regulations
specified in the Type Certificate Data Sheet. The reference number
for the Certificate Data Sheet and its date of issue will be
provided to Buyer within fifteen (15) days of type approval.
3.3 The takeoff and landing guarantees are based on hard surface, level
and dry runways with no wind or obstacles, no clearway or stopway,
and with automatic anti-skid operative unless otherwise specified.
The takeoff performance is based on no engine bleed for air
conditioning or thermal anti-icing and the Auxiliary Power Unit
(APU) turned off unless otherwise specified. The improved climb
performance procedure will be used for takeoff as required. The
landing data is based on the use of automatic spoilers.
3.4 The cruise specific air range, speed and altitude capability, and
the climb, cruise and descent portions of the mission guarantees
include allowances for normal electrical power extraction and normal
operation of the air conditioning system. Normal power extraction
shall be defined as not less than a [*] total electrical and
hydraulic loads. Normal operation of the air conditioning system
shall be defined as operation in the automatic mode, with the
temperature control set to maintain a nominal cabin temperature of
75(DEGREE)F, and all air conditioning systems operating normally.
This operation nominally allows a sea level cabin altitude to be
maintained up to [*] feet and a maximum cabin pressure differential
of [*] pounds per square inch at higher altitudes, with a nominal
EMB-140 Aircraft cabin ventilation rate of [*] cubic feet per minute
at [*] ft including passenger cabin recirculation (nominal
recirculation is [*] percent not considering xxxxxx flow). The APU
is turned off unless otherwise specified.
3.5 The cruise specific air range, speed and altitude capability, and
the climb, cruise, and descent portions of the mission guarantees
are based on an EMB-140 Aircraft center of gravity location of [*]
of the mean aerodynamic chord.
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3.6 Performance, where applicable, is based on a fuel Lower Heating
Value (LHV) of [*] BTU per pound and a fuel density of [*] pounds
per U.S. gallon.
4. PARTIES' OBLIGATIONS ACCORDING TO THIS GUARANTEE
RELATIVE TO THE GUARANTEES STATED IN PARAGRAPH 1.a above:
4.1 During the EMB-140 Aircraft acceptance to be performed by Buyer in
accordance with Article 7 of the Purchase Agreement, Buyer shall
check the EMB-140 Aircraft performance specified in paragraph 1.a of
this Schedule A, by using the EMB-140 Aircraft Flight Manual (AFM)
and by comparing the flight test data, at the atmospheric conditions
prevailing during the flight, with the information presented in the
EMB-140 Supplementary Performance Manual (SPM). All the performance
guarantee under this Schedule A are in accordance with both manuals
above mentioned, taking into consideration the established
tolerances.
4.2 Embraer's obligations in respect to the guarantees stated in
Paragraph 1.a of this Schedule A, are limited to Buyer's right to
terminate the Purchase Agreement in respect to the relevant EMB-140
Aircraft, pursuant to Article 23.d. should it be reasonably verified
that such EMB-140 Aircraft during the acceptance procedure specified
in Article 7 of the Purchase Agreement, cannot comply with the
performances guaranteed hereunder after Embraer has had a reasonable
opportunity to cure such deficiencies in accordance with Article 7.
4.3 In case during the above mentioned acceptance procedure, it is
proven that the EMB-140 Aircraft performance does not comply with
the performances specified in Paragraph 1.a of this Schedule "3-B",
but Buyer considers it satisfactory by accepting delivery of such
EMB-140 Aircraft, then Embraer shall not be liable to any claim or
demand whatsoever from Buyer with respect to such performance
guarantees.
4.4 Upon acceptance of the EMB-140 Aircraft by Buyer, all obligations of
Embraer regarding the Aircraft performance guarantees specified in
Paragraph 1.a, shall cease.
5. GUARANTEE COMPLIANCE
5.1 Compliance with the guarantees of Section 1.a shall be based on the
conditions specified in that section, the EMB-140 Aircraft
configuration of Section 2 and the guarantee conditions of Section
3.
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5.2 Compliance with the takeoff, landing, and TOW Climb limit guarantees
shall be based on the FAA-approved Airplane Flight Manual for the
EMB-140.
5.3 Compliance with the cruise specific air range, speed, and the climb,
cruise and descent portions of the mission guarantees shall be
established by calculations based on the comparison mentioned in
Section 4.1 above.
5.4 The data derived from tests shall be adjusted as required by
conventional methods of correction, interpolation or extrapolation
in accordance with established engineering practices to show
compliance with provisions of Section 1.a.
5.5 [*] shall be based on information in the appropriate approved weight
and balance manual, or associated document or report.
5.6 Compliance with the guarantees set forth in this Schedule does not
depend on the engine meeting the performance requirements contained
in the engine specification.
6. EXCLUSIVE GUARANTEES
6.1 The only performance guarantees applicable to the EMB-140 Aircraft
are those set forth in this document. The performance guarantees set
forth herein are established between Buyer and Embraer and may not
be transferred or assigned to others, unless by previous written
consent of Embraer.
6.2 THE GUARANTEES, OBLIGATIONS AND LIABILITIES OF Embraer, AND REMEDIES
OF Buyer SET FORTH IN THIS PERFORMANCE GUARANTEE ARE EXCLUSIVE AND
IN SUBSTITUTION FOR, AND Buyer HEREBY WAIVES, RELEASES AND
RENOUNCES, ALL OTHER RIGHTS, CLAIMS, DAMAGES AND REMEDIES OF Buyer
AGAINST Embraer OR ANY ASSIGNED OF Embraer, EXPRESS OR IMPLIED,
ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACHIEVED
PERFORMANCE.
6.3 The terms and conditions of this Performance Guarantee do not alter,
modify or impair, in any way, the terms and conditions of Attachment
C (AIRCRAFT WARRANTY CERTIFICATE) to the Purchase Agreement.
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SCHEDULE "4" - DIRECT MAINTENANCE COST GUARANTEE
References to "Aircraft" in this Direct Maintenance Cost Guarantee shall be
deemed to include all EMB-145 and EMB-135 KL model aircraft delivered (or to be
delivered) to Chautauqua as operator pursuant to Purchase Agreement DCT-025/98
between Embraer and Solitair Corp., and all aircraft to be delivered to
Chautauqua as operator pursuant to Amended and Restated Purchase Agreement
DCT-025/98 between Embraer and Republic Airways Holdings, Inc. The "Guarantee
Term" under this Direct Maintenance Cost Guarantee shall be deemed to have begun
on [*].
I. Embraer, subject to the terms, conditions and limitations contained in
this Schedule "4", shall guarantee the material maintenance cost (the
"Maintenance Guarantee") for the fleet of Aircraft as follows:
II. The Maintenance Guarantee for the Aircraft fleet shall be for the period
which begins at [*] ("Guarantee Term").
a) For the first [*] period commencing with the first actual Aircraft
delivery date to Buyer, regarding expenses related to material cost,
the Achieved cumulative Maintenance Cost - AMC for replacement,
repair and overhauls of Buyer's Aircraft fleet, shall not exceed a
Maintenance Cost Guarantee rate of [*] .
b) For the first [*] period commencing with the [*] , regarding
expenses related to material cost, the Achieved cumulative
Maintenance Cost - AMC for replacement, repair and overhauls of
Buyer's Aircraft fleet, shall not exceed a Maintenance Cost
Guarantee rate of [*]
b) The [*] shall be [*] in accordance with [*] the Purchase Agreement.
c) Measurement will be computed annually on the anniversary date of [*]
The results will be reconciled year by year until [*]
d) In the event at the end of each annual measurement period, the AMC
is higher than the MCG, Embraer shall provide a spare parts credit
(CRn) to Buyer as provided for below: [*]
e) Buyer shall calculate and submit to Embraer the AMC quarterly,
within 30 days after the end of each quarter during the Guarantee
Term. The guarantee contained in this Schedule "4" shall terminate
in the event Buyer fails to submit the AMC to Embraer as required.
The Parties shall use [*] efforts to reach an agreement over the
data annually within [*] after the submission of AMC in regard to
any fourth quarter.
In the event that the AMC contains [*] which is out of the
reasonable control of [*] , the Parties shall also discuss the
reasons for such [*] and whether it
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should be included in the calculation of the AMC. Any credit amount
will be credited to Buyer thirty (30) days after the agreement
regarding the annual period. Such credit may be used by Buyer only
toward [*]
f) This Maintenance Guarantee is based upon the following assumptions,
and any change to the assumptions shall result in an appropriate
recalculation of the MCG rate.
1. Fleet size: A minimum fleet size of [*] Aircraft delivered in
accordance with this Agreement.
2. Utilization: The guarantee covers [*] flight hours per cycle,
[*] APU hour per flight hour. Buyer's EMB-145 and EMB-135KL
fleet-wide average annual Aircraft utilization shall be [*]
flight hours, plus or minus [*] In the event that the Aircraft
utilization is more than [*] different of the conditions
described in this paragraph, [*] shall be adjusted in
accordance with the "Aircraft [*] which has already been
provided by Embraer to Buyer.
3. Operators labor rate: [*] man hour.
4. Maintenance Review Board Report- (MRB-145/1150) rev-2.
g) The following are the elements covered under this Maintenance
Guarantee:
1. Material cost for non-repairable parts purchased from or
through Embraer and Embraer approved vendors.
2. Overhaul/repair costs incurred at Embraer approved repair
facilities.
3. Expendable which can be accounted for on an unit basis, i.e.
filters, gaskets, excluding wire, rivets, nuts, bolts.
4. Parts and materials consumed through scheduled maintenance
according to the Maintenance Review Board Report-
(MRB-145/1150).
h) The following elements are not covered under this guarantee:
1. Costs associated with taxes, levies, imposts, customs fees.
2. Shipping, receiving, ferry, storage, warehousing and insurance
expenses.
3. General administrative and overhead expenses.
4. Restoration expenses incurred due to damage to or failure of
Aircraft, components or parts caused by accident, incident,
FOD or Acts of God, negligence, abuse, misuse and/or
maintenance errors.
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5. When the Aircraft or any of its parts has/have been altered or
modified by Buyer, without prior approval from Embraer or from
the manufacturer of the parts through a service bulletin,
provided such approvals have not been unreasonably withheld.
6. Bulk consumable including but not limited to deicing fluid,
water, oil, sealant, washing compounds, cleansers, solvents,
and lubricants.
7. Labor cost (excluding the [*] related to [*] , and [*] Service
Bulletins implementation, provided that [*] have been [*] in
writing by [*] in order to [*] .
8. Service bulletins.
9. Parts or components returned from Vendors with "no-fault"
found, i.e., re-certification charges without any repair and
associated labor. Any part removed and replaced from an
Aircraft which does not solve the Aircraft problem (poor
troubleshooting) and associated labor.
10. Leasing or loan fees related to components which are being
used in place of a failed unit.
11. Any part supplied on a "no-charge basis" or for which a
warranty credit or replacement part has been supplied.
12. Aircraft downtime costs.
13. Any parts that are changed during scheduled or unscheduled
maintenance, due to failure, that are still under the warranty
period and, are not submitted to Embraer or the suppliers for
warranty credit.
14. Spare parts prices that exceed the prices obtainable from
Embraer, provided, in the event that [*] in a reasonable time
frame, [*] may [*] , and [*] will reasonably agree on [*] .
15. In cases of deterioration, wear, breakage, damage or any other
defect resulting from the use of inadequate packing methods
when returning items to Embraer or its representatives.
16. Maintenance problems caused by Buyer's negligence or misuse of
parts or Buyer's failure to take all maintenance actions on
the Aircraft as recommended in all applicable maintenance
manuals.
17. Maintenance problems involving Aircraft or parts that has/have
been involved in an accident, or when parts either defective
or not complying
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to manufacturer's design or specification have been used.
18. Maintenance problems involving parts that have had their
identification marks, designation, seal or serial number
altered or removed.
19. Extraordinary costs incurred as a result of any labor
disruption or dispute involving a significant work action
which affects in whole or part the Aircraft's normal operation
or maintenance.
20. Engines and related LRU costs.
21. Auxiliary Power Unit (APU) and related LRU costs
22. BFE (Buyer Furnished Equipment)
III. The foregoing maintenance guarantee is provided subject to Buyer's
adherence to the following general conditions:
a. Airplane Operation
Aircraft shall be operated in airline service in accordance with the
FAA regulations and as recommended by Embraer through the official
and updated Operations and Airplane Flight Manual.
b. Inspection Program
The Aircraft shall be maintained in accordance with the then-current
Maintenance Review Board Report- (as of the date of execution of
this Agreement, MRB-145/1150), and the checks shall in no event
occur at a time [*] . Buyer's Maintenance Program must have
provisions for escalating the checks interval as soon as the FAA
allows. Buyer's program should also include the use of task cards to
assist the maintenance personnel in performing inspection task.
c. Aircraft Manuals
Buyer shall keep a complete set of Embraer recommended manuals
up-to-date and available to airline personnel for assisting them
with the maintenance and operation of the Aircraft. A set of
recommended manuals or a electronic link to the data should be
available at all maintenance bases (line or heavy) and shall be
maintained with the latest revisions at all times.
d. Warranty
Buyer shall have at minimum, one person which will be dedicated to
the Aircraft warranty program. This person(s) will be trained by
Embraer warranty department on the correct procedures for filing
Buyer warranty claims in accordance with mutually agreed format.
This person(s) shall also be responsible for the filing of warranty
claims directly to suppliers for credit, repair or replacement.
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e. Parts Repair
All shop repairs shall be performed in Embraer's or Embraer's
suppliers' authorized repair shops.
f. Staff levels
Buyer shall have available reasonable staff to properly maintain the
Aircraft during scheduled and unscheduled maintenance. This shall
include, but not be limited to, mechanics, electricians, avionics
specialists, inspectors, cleaners, ground personnel and flight crews
licensed or certified by FAA as required by FAA regulations.
g. Training
Buyer is required to put in place a training program approved by the
local airworthiness authority, which, at a minimum, shall include
the following items:
1. initial and recurrent training for pilots in the Aircraft;
2. initial and recurrent training for flight attendants in the
Aircraft; and
3. initial and recurrent training for the maintenance staff
(airframe, powerplant, electric avionics specialists) in the
Aircraft.
A reasonable number of maintenance specialist will require
supplier's training. Buyer is required to train to the above
standards a reasonable number of new hired employee who will work in
or on the Aircraft.
h. Spare Parts Limitation
Spare parts price shall not exceed the prices obtainable from
Embraer. In the event that Embraer cannot supply a part to Buyer in
a reasonable time frame, Embraer may authorize the purchase of such
part by Buyer from a third party at a price in excess of Embraer's
price, and the cost of such part shall be included in the event it
is commercially reasonable under the circumstances, provided Buyer
has used commercially reasonable efforts to maintain the minimum
stock level as and to the extent set forth in the IPL and agreed in
the reprovisioning meeting.
i. Buyer will be required to provide Embraer an every three month
service bulletin status report, containing service bulletin number,
Aircraft serial number, Aircraft total time and total cycles.
j. When Embraer recommends that Buyer implement a service bulletin
which improves performance or dispatch reliability, enhances flight
operations or decreases maintenance costs, Embraer's Customer
Support Department shall send a written notice addressed to Buyer
with recommendations that such service bulletin be complied with on
the Aircraft. In the event that [*] are reasonably acceptable [*]
Embraer at its discretion shall [*] , otherwise [*] shall be
mutually agreed by the Parties. If Buyer chooses to comply with such
service
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bulletin, Buyer will then order whatever parts are required by the
service bulletin and schedule the Aircraft for incorporation.
k. Ground Support Equipment
Embraer shall provide Buyer a list of tooling and ground support
equipment required to maintain the Aircraft, this list shall be
subject to Buyer's reasonable approval. Buyer will be required to
maintain these levels of required tooling and ground support
equipment in good working order at all times.
l. Reliability Reporting
Buyer is to provide monthly to Embraer a Aircraft reliability
report. This report shall include Aircraft total time and cycles,
component removals, shop finding reports and tear down reports (for
each failure completed) by authorized agencies and SDR's (Service
Difficult Report) with date, Aircraft registration, problem
description, maintenance action, and part number and serial number
of the components removed and installed. Buyer shall use the ATA 100
chapter breakdown format for all reports.
m. Accounting System
1. Buyer shall have an accounting systems, subject to Embraer's
reasonable approval, which demonstrates the ability to
discriminate between chargeable and non-chargeable costs and
expenses. Buyer's accounting system shall be presented to
Embraer [*] after [*].
2. Buyer shall also provide on a [*] basis an activity and
expenditure report satisfactory to Embraer.
3. Embraer and Buyer may convene frequently meetings to address
issues concerning the AMC and to identify methods to decrease
Buyer's maintenance costs. At a minimum, Embraer and Buyer
shall have two meeting per year to confirm and compute all
costs claimed by Buyer. Buyer shall permit Embraer access to
all Buyer data which can be used to verify any reports
produced pursuant to this Schedule .
n. Duplicated Guarantee
If Buyer negotiates directly with any of Embraer's suppliers/vendors
a particular maintenance cost guarantee or equivalent program, the
portion of cost related to this equipment/system shall be excluded
from the AMC calculation and from the MCG rate, specified in Article
II.a, and shall result in an appropriate recalculation of the MCG.
IV. Buyer shall not unreasonably reject Embraer's recommendations, changes or
solutions to elements of maintenance which would result in cost savings,
as reasonably determined by the Parties.
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V. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT THE GUARANTEES, OBLIGATIONS
AND LIABILITIES OF EMBRAER, AND REMEDIES OF BUYER SET FORTH IN THIS
AIRCRAFT MAINTENANCE COST GUARANTEE ARE EXCLUSIVE AND IN SUBSTITUTION FOR,
AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER RIGHTS, CLAIMS,
DAMAGES AND REMEDIES OF BUYER AGAINST EMBRAER OR ANY ASSIGNEE OF EMBRAER,
EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
GUARANTEED LEVEL OF AIRCRAFT MAINTENANCE COSTS.
VI. The guarantee hereby expressed is established between Embraer and Buyer,
therefore it cannot be transferred or assigned to others and during the
Guarantee term the fleet shall be operated by only by Chautauqua, unless
stated in this Agreement or by previous written consent of Embraer.
Page 7 of 7
SCHEDULE "5" - DISPATCH RELIABILITY GUARANTEE
References to "Aircraft" in this Dispatch Reliability Guarantee shall be deemed
to include all EMB-145 and EMB-135KL model aircraft delivered (or to be
delivered) to Chautauqua as operator pursuant to Purchase Agreement DCT-025/98
between Embraer and Solitair Corp., and all aircraft to be delivered to
Chautauqua as operator pursuant to the Amended and Restated Purchase Agreement
DCT-025/98 between Embraer and Republic Airways Holdings, Inc. The first [*]
period under this Dispatch Reliability Guarantee shall be deemed to have begun
on [*]
I. Definitions
a. Available for Dispatch
An Aircraft which is on the ground and cleared for dispatch by
signature of the responsible maintenance personnel of Chautauqua, as
defined in Article II.a of this Schedule "5", at least [*]before the
scheduled departure time of the initial flight in any given day
shall be deemed to be "available for dispatch".
b. Maintenance Interruption
1. A Maintenance Interruption occurs when the malfunction of an
item, or necessary checking and/or corrective actions, cause a
flight not to be available for dispatch, or a flight delay
exceeding [*].
2. A Maintenance Interruption of any or all the flight legs of a
multileg flight constitute only one interruption.
3. To be accounted as a Maintenance Interruption, any reported
malfunction, either verbal or written, must result in
maintenance corrective action.
4. A repetitive problem shall not be counted as a Maintenance
Interruption. However, [*] shall be counted as Maintenance
Interruptions.
c. Achieved Dispatch Reliability Percentage ("ADR")
Achieved Dispatch Reliability Percentage ("ADR") is the actual
dispatch reliability percentage obtained by the Chautauqua's fleet
of Aircraft in regular revenue service.
ADR shall be computed monthly commencing with [*]by Chautauqua, as
follows:
[*]
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[*]
[*]
[*]
II. Embraer, subject to the conditions and limitations expressed in this
Schedule "5", will guarantee the Aircraft's dispatch reliability
percentage as follows:
a. This Dispatch Reliability Guarantee will be applicable only for
Aircraft first operated by Chautauqua and only so long as the
Aircraft are operated by Chautauqua.
b. The average ADR for the first [*] period after [*] shall be [*] The
average ADR for the second [*] period [*] shall be [*] The average
ADR for the third [*] period after commencement of commercial
operations [*] shall be [*]The average ADR for the [*] period [*]
(the "Final Period") shall be [*](collectively "GDR").
c. In the event that the ADR any [*] period referred to above is lower
than GDR for the relevant period, Embraer shall diligently, after
notification by Buyer:
1. Develop and offer modification kits to improve ADR under
conditions to be mutually agreed to by the Parties;
2. Make recommendations concerning Chautauqua's programs,
publications and maintenance and operational policies to
improve ADR; and
3. Take all measures, as deemed necessary and appropriate by
Embraer when vendor action does not provide the required
improvement in the ADR.
d. In the event that the average ADR at the end of any [*]period
described in paragraph II.b. above is lower than the GDR for such
period, Embraer shall credit BUYER for Maintenance Interruptions
calculated according to the following formula:
[*]
[*]
[*]
[*]
[*]
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In the event the average ADR at the end of any [*] period described
in paragraph II.b. above is [*]for such period, then the [*]
calculated according to the formula described above shall be [*]
Buyer or Chautauqua shall calculate measurements and submit them to
Embraer within 60 days after the end of each [*] period referred to
in Article II a. of this Schedule "5". Embraer and Buyer shall
attempt to reach an agreement over the data within 60 days of
the submission. Any achieved credit amount will be credited to Buyer
[*] after the [*] data conciliation. Such credit may be used by
Buyer only toward [*]
e. This dispatch reliability guarantee is based upon the following
assumptions provided by Chautauqua, and any change to the
assumptions shall be cause for reevaluation or adjustments of this
guarantee in Embraer's sole discretion.
Utilization: Chautauqua's EMB-145 and EMB-135KL fleet-wide average
annual Aircraft utilization shall be at least [*]flight
hours, plus or minus [*]with a minimum average flight
hours per flight cycle, of [*]
f. The following elements are not covered under this guarantee:
Interruptions of scheduled flights due to reasons other than
Aircraft mechanical failures, including without limitation:
- Air Traffic Control
- Weather
- Acts of God (i.e. natural disasters, floods and earthquakes,
lightning strikes, bird strikes etc.).
- Accidents
- Incidents
- Negligence
- Force majeure
- Crew refusal
- Optional equipment other than that identified on Attachment
"A" to the Purchase Agreement
- Operational delays not related to maintenance
- Passenger and/or baggage loading
- Non-availability of spares or equipment, except when
[*] as provided for in paragraph [*];
- Non-availability of personnel;
- Operation interruptions or Maintenance Interruptions which
could have been prevented if the Minimum Equipment List
("XXX") issued and/or approved by the local regulatory
authority was followed
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- If the FAA grounds Chautauqua's fleet, or one of Chautauqua's
Aircraft,
- Maintenance problems caused by Chautauqua's negligence or
misuse of parts or Chautauqua's failure to take all
maintenance actions on the Aircraft as recommended in all
applicable maintenance manuals
- Maintenance problems involving Aircraft or parts that has/have
been involved in an accident, or when parts either defective
or not complying to manufacturer's design or specification
have been used;
- Maintenance problems involving parts that have had their
identification marks, designation, seal or serial number
altered or removed
- Maintenance problem resulting from inadequate parking for
shipment and storage.
- Conditions that exist prior to dispatch which lead to a flight
interruption and could have been prevented by maintenance
prior to dispatch (including but not limited to worn, flat and
cut tires, servicing (ATA Chapter 12), hard landing, dead
batteries, and worn brakes).
III. The foregoing dispatch reliability guarantee is provided subject to
Chautauqua's adherence in all material respects to the following general
conditions:
a. Airplane Operation
Aircraft shall be operated in airline service in accordance with FAA
regulations and as recommended by Embraer through the official and
most updated Operations and Airplane Flight Manual. Chautauqua shall
have available one spare aircraft for each twenty Aircraft at all
times.
b. Inspection Program
The Aircraft shall be maintained in accordance with the most current
EMB-145 MRB document and using the "A" and "C" checks intervals
Chautauqua's program must have provisions for escalating the checks
intervals as soon as the FAA allows. Chautauqua's program should
also include the use of task cards to assist the maintenance
personnel in performing inspection tasks.
c. Aircraft Manuals
Chautauqua shall keep a complete set of Embraer recommended manuals
up-to-date and available to airline personnel for assisting them
with the maintenance and operation of the Aircraft. A set of
recommended manuals should be available at all maintenance bases
(line or heavy) and shall be maintained with the latest revisions at
all times.
d. XXX
Chautauqua shall keep its XXX up to date, with the most current
issue.
Page 4 of 8
e. Stocking Levels
Chautauqua shall stock and maintain Embraer and suppliers'
reasonable recommended spare parts in inventory, throughout the
guarantee period. There shall be a minimum inventory level at each
line maintenance base along with the major parts being stored at the
heavy maintenance facility. Embraer shall provide a list of
recommended parts inventory to the Chautauqua prior to delivery of
the first Aircraft and within sufficient time for the Chautauqua
through Buyer to place an order with Embraer or the supplier.
Chautauqua shall annually provide an inventory list to Embraer which
shows current stocking levels and the locations of all EMB-145 and
EMB-135KL parts, and Embraer will then make any recommendations on
additional inventory if needed.
f. Parts Repair
All shop repairs shall be performed in FAA certificated and
authorized repair shops.
g. Staff Levels
Chautauqua shall have available reasonable staff to properly
maintain the Aircraft during scheduled and unscheduled maintenance.
This shall include, but not be limited to, mechanics, electricians,
avionics specialists, inspectors, cleaners, ground personnel and
flight crews licensed or certified by the FAA as required by
appropriate FAA regulations.
h. Training
Chautauqua shall put and keep in place a training program approved
by the FAA, which, at a minimum, shall include the following items:
1. Initial and recurrent training for pilots in the Aircraft;
2. Initial and recurrent training for flight attendants in the
Aircraft; and
3. Initial and recurrent training for the maintenance staff
(airframe, powerplant, electric avionics specialists) in the
Aircraft.
Any maintenance specialist (engine, APU, avionics) will
require suppliers' training.
Chautauqua shall train to the above standards any new hired
employee who will work in or on the Aircraft.
i. Aircraft Cleaning
Chautauqua shall keep the Aircraft reasonably clean, inside and out,
by commercial airline standards at all times. This includes without
limitation, the engines, wheel xxxxx, nacelles, landing gear and
flight control areas.
Page 5 of 8
j. Service Bulletins
When Embraer recommends that Chautauqua implement a service bulletin
which improves performance or dispatch reliability, enhances flight
operations or decreases maintenance costs, [*], Embraer Customer
Support Department shall contact Chautauqua's Vice President of
Maintenance, in writing, with recommendations that the service
bulletin be complied with. Chautauqua will schedule the Aircraft for
incorporation of such service bulletin [*], but, subject to
Embraer's agreement, may schedule it for incorporation during a
maintenance check, so as to minimize interruption to scheduled
service.
k. Ground Support Equipment
Embraer shall provide Chautauqua two lists of tooling and ground
support equipment required to maintain the Aircraft which lists
shall be subject to Chautauqua's reasonable approval. One list will
cover line maintenance bases while the other will apply to heavy
maintenance facilities. Chautauqua will be required to maintain
these levels of required tooling and ground support equipment in
good working order at all times.
l. Reliability Reporting
Chautauqua shall provide monthly to Embraer a complete Aircraft
reliability report. This report shall include Aircraft total time
and cycles, dispatch reliability, on-time performance, completion
factor, pilot reports, schedule interruption description, and
component removals. Shop finding reports and tear down reports (for
each failure completed) by authorized agencies and SDR's with date,
Aircraft registration, problem description, maintenance action, and
part number and serial number of the components removed and
installed shall be maintained by the Designated Operator and shall
be provided to Embraer as requested. Chautauqua shall use the ATA
100 chapter breakdown format for all reports.
m. Rejection
Chautauqua shall not unreasonably reject Embraer's
recommendations/changes/solutions which in Embraer's opinion, would
result in an improvement in Chautauqua's dispatch reliability. Any
such rejection shall be cause for re-evaluation or adjustment of
this guarantee in Embraer's sole discretion.
n. Certification or Regulatory Changes
The achieved maintenance interruption shall not take into account
those interruptions which were originated by conformity to mandatory
regulatory change.
o. Achieved Dispatch Reliability Review Meeting
An Achieved Dispatch Reliability Review Meeting shall be scheduled,
if necessary, and at the end of each six (6) month period of
Chautauqua's Aircraft
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operation. Representatives of Chautauqua and Embraer shall
participate in the meetings and will:
1. Review current Achieved Dispatch Reliability;
2. Eliminate irrelevant or non-Aircraft-intrinsic interruption
claims from computed cancellation rates; and
3. Review Chautauqua's compliance with Service Bulletins as
required by Article III.j of this Schedule "5", review
disputed claims, and consider methods for improvement of
Achieved Dispatch Reliability.
Chautauqua shall permit Embraer access to all of its data
which can be used in understanding and analyzing the dispatch
reliability failure.
IV. Suspension
This guarantee shall be automatically suspended and shall not apply during
the period of any labor disruption or dispute involving a significant work
action which affects in whole or in part the Aircraft normal operation and
maintenance.
V. Chautauqua will not include in the calculation of the ADR Maintenance
Interruptions occurring under any of the circumstances listed below:
a. When the Aircraft has been used in an attempt to break records, or
subjected to experimental flights, or in any other way not in
conformity with the flight manual or the airworthiness certificate,
or subject to any manner of use in contravention of the applicable
aerial navigation or other regulations or rules, issued or
recommended by government authorities of whatever country in which
the Aircraft is operated, when accepted and recommended by ICAO; and
b. When the Aircraft or any of its parts has/have been altered or
modified by Chautauqua, without prior approval from Embraer or from
the manufacturer of the parts through a service bulletin, provided
such approval has not been unreasonably withheld.
VI. THE GUARANTEES, OBLIGATIONS AND LIABILITIES OF EMBRAER, AND REMEDIES OF
BUYER SET FORTH IN THIS DISPATCH RELIABILITY GUARANTEE ARE EXCLUSIVE AND
IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL
OTHER RIGHTS, CLAIMS, DAMAGES AND REMEDIES OF BUYER AGAINST EMBRAER OR ANY
ASSIGNEE OF EMBRAER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH
RESPECT TO ANY ACHIEVED DISPATCH RELIABILITY.
Page 7 of 8
VII. The terms and conditions of this dispatch reliability guarantee do not
alter, modify or impair, in any way, the terms and conditions of
Attachment C (Aircraft WARRANTY CERTIFICATE) to the Purchase Agreement.
VIII. The guarantee hereby expressed is established between Embraer and Buyer
and it cannot be transferred or assigned to others, unless by previous
written consent of Embraer.
IX. As of condition of the guarantee hereby expressed, Chautauqua shall
execute a waiver consistent with Section VI of this Schedule "5", in a
form acceptable to Embraer.
Page 8 of 8
SCHEDULE "6"
EMB-140 AIRCRAFT UNDER [*] CONFIGURATION
AIRCRAFT SPECIFIC CONFIGURATION, FINISHING AND
REGISTRATION MARKS
STANDARD 140 AIRCRAFT
THE AIRCRAFT SHALL BE MANUFACTURED ACCORDING TO THE STANDARD CONFIGURATION
SPECIFIED IN EMBRAER'S TECHNICAL DESCRIPTION TD-140/002 DATED AS OF APRIL
2000, TYPE CERTIFICATION FAA, AND INCLUDING THE FOLLOWING OPTIONAL ITEMS:
OPTIONAL EQUIPMENT:
2.1 OPTIONS TO STANDARD AVIONICS CONFIGURATION
[*]
2.2 OPTIONAL SYSTEM/OTHER EQUIPMENT
[*]
INTERIOR OPTIONAL ITEMS
[*]
3. FINISHING
A. EXTERIOR FINISHING:
THE AIRCRAFT SHALL BE PAINTED ACCORDING TO THE AMR EAGLE COLOR AND PAINT SCHEME,
WHICH HAS BEEN SUPPLIED TO EMBRAER BY BUYER.
B. INTERIOR FINISHING:
Buyer has informed Embraer of its choice of materials and colors of all and any
item of interior finishing such as seat covers, carpet, floor lining on galley
areas, side walls and overhead lining, galley lining and curtain. If Buyer opts
to use different materials and or patterns, such schedule shall be agreed
between the Parties.
4. REGISTRATION MARKS
The Aircraft shall be delivered to Buyer with the registration marks painted on
them, which shall be supplied to Embraer by Buyer no later than [*] before
each relevant Aircraft Contractual Delivery Date.
Page 1 of 2
IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS SCHEDULE "6" AND THE TERMS
OF THE TECHNICAL DESCRIPTION TD-140/002, DATED APRIL 2000, THE TERMS OF THIS
SCHEDULE "6" SHALL PREVAIL.
Page 2 of 2
