1
Exhibit 10.12
BOMBARDIER REGIONAL AIRCRAFT DIVISION
PURCHASE AGREEMENT
BETWEEN
BOMBARDIER INC.
BOMBARDIER REGIONAL AIRCRAFT DIVISION
AND
COMAIR INC.
RELATING TO THE PURCHASE OF THIRTY (30) BOMBARDIER REGIONAL JET
AIRCRAFT AND RELATED AIRLINE SERVICES
2
TABLE OF CONTENTS
ARTICLE DESCRIPTION
------- -----------
1.0 DEFINITION AND INTERPRETATION
2.0 SUBJECT MATTER OF SALE
3.0 CERTIFICATION
4.0 PRICE
5.0 PAYMENT
6.0 BUYER'S REPRESENTATIVES AT PLACE OF
MANUFACTURE
7.0 CHANGES
8.0 BUYER FURNISHED EQUIPMENT & INFORMATION
9.0 DELIVERY PROGRAM
10.0 EXCUSABLE DELAY
11.0 ACCEPTANCE PROCEDURE
12.0 TITLE AND RISK
13.0 CUSTOMER SUPPORT SERVICES AND WARRANTY
14.0 TAXES, DUTIES AND LICENSES
15.0 LOSS OF OR DAMAGE TO AIRCRAFT
16.0 INDEMNITY AGAINST PATENT INFRINGEMENT
17.0 LIMITATION OF LIABILITY
18.0 TERMINATION
19.0 ASSIGNMENT
20.0 NOTICES
21.0 CONFIDENTIAL NATURE OF AGREEMENT
22.0 SUCCESSORS
23.0 APPLICABLE LAWS
24.0 AGREEMENT
i
3
LIST OF EXHIBITS
EXHIBIT DESCRIPTION
------- -----------
A SPECIFICATION
B INTENTIONALLY DELETED
C PRICE AND PAYMENT SCHEDULE
D DELIVERY SCHEDULE
E CERTIFICATE OF ACCEPTANCE
F XXXX OF SALE
G CHANGE ORDER
H AIRLINES SERVICES
I LEFT INTENTIONALLY BLANK
J WARRANTY AND SERVICE LIFE POLICY
K CORPORATE GUARANTEE
ii
4
This agreement is made on the 24 day of November, 1997.
BETWEEN
BOMBARDIER INC., a Canadian corporation represented by its BOMBARDIER
REGIONAL AIRCRAFT DIVISION with offices located at 000 Xxxxxxx Xxxxxxxxx,
Xxxxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0.
("XXXX")
AND
COMAIR, INC., an Ohio corporation with offices located at the
Cincinnati/Northern Kentucky International Airport, Xxxxxxxxxx, Xxxx,
X.X.X., 00000
("Buyer")
WHEREAS Buyer and XXXX have negotiated the terms of Sales Letter 0401F
dated May 28, 1997 which forms the subject matter of this Agreement; and
WHEREAS Buyer desires to purchase from XXXX thirty (30) Aircraft (as later
defined) and to obtain the relevant data, documents and support services
according to this Agreement (as later defined), and XXXX desires to
manufacture and sell such Aircraft and to provide the data and documents
and support services to Buyer.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
Buyer and XXXX agree as follows:
-1-
5
1.0 DEFINITIONS AND INTERPRETATIONS
1.1 Unless otherwise expressly provided herein, the following
words and expressions shall mean:
"Acceptance Period" shall have the meaning given to it
at Article 11.1.
"Acceptance Date" shall have the meaning given to it
at Article 11.7.
"Agreement" this Purchase Agreement No. 0392 together
with its Exhibits, Annexes and Letters of
Agreement attached hereto (each of which
is incorporated in the agreement by this
reference) as they may be amended pursuant
to the provisions of the agreement.
"Aircraft" the XXXX Regional Jet Aircraft Model
CL-600-2B19 purchased by Buyer hereunder
as described in the Specification.
"Base Price" shall have the meaning given to it
at Article 1.1 of Exhibit C.
"BFE" Buyer Furnished Equipment, being equipment
to be purchased and furnished by Buyer
pursuant to Article 8.
"Delivery Date" the date on which Buyer takes
delivery of the Aircraft pursuant to
Article 11.9.
-2-
6
"DOT" means Transport Canada, the Canadian
Department of Transport or any succeeding
department or agency then responsible for
the duties of Transport Canada.
"Excusable Delay" any delay due directly to or
indirectly to any cause whatsoever, beyond
BRAD's reasonable control or without
negligence of XXXX, such as, but not
limited to:
1) force majeure or act of God;
2) act of the enemy, war, civil
commotion, insurrection, riot or
embargo;
3) fire, explosion, earthquake,
lightning, flood, drought, windstorm
or other action of the elements, or
other catastrophe or accident;
4) epidemic or quarantine restrictions;
5) any legislation, act, order,
directive or regulation of any
governmental or other duly
constituted authority;
6) strike, lockout, walkout, slowdown,
or other labour trouble;
7) lack or shortage or delay in delivery
of supplies, materials, accessories,
equipment, tools or parts;
-3-
7
8) delay or failure of carriers,
subcontractors or suppliers for any
reasons whatsoever; and
9) delay in obtaining any type approval
or any airworthiness certificate or
any equivalent approval or
certification, by reason of any law
or governmental order, directive or
regulation or any change thereto, or
interpretation thereof, by a
governmental agency, the effective
date of which is subsequent to the
date of this Agreement, requiring any
modification in the Aircraft in order
to obtain the type approval,
airworthiness certificate or
equivalent, or by reason of any
change or addition requested by a
governmental agency to the compliance
program of XXXX for the certification
of the Aircraft or any part thereof
as same shall have been approved by
DOT or change to the interpretation
thereof.
"FAA" the United States Federal Aviation
Administration or any succeeding
department or agency then responsible for
the duties of FAA.
-4-
8
"FAR" the United States Federal Aviation
Regulations.
"FTP's" shall have the meaning given to it at
Article 11.2.
"Notice" shall have the meaning given to it at
Article 20.1.
"Permitted Change" a change to the Specification made
pursuant to Article 7.2.
"Purchase Price" shall have the meaning given to it
at Article 1.3. of Exhibit C.
"Readiness Date" shall have the meaning given to it
at Article 11.1.
"Regulatory Change" shall have the meaning given to it
at Article 7.3.
"Scheduled Delivery" shall have the meaning given
Date" to it at Article 9.1.
"Specification" The XXXX Specification No. RAD-601R-103
Issue C dated June 12, 1997 as described
in Exhibit A attached hereto and as may be
further amended pursuant to the provisions
of this Agreement.
"Total Loss Aircraft" shall have the meaning
given to it at Article 15.
-5-
9
1.2 The headings of the Articles of this Agreement are included
for convenience only and shall not be used in the construction
and interpretation of this Agreement.
1.3 In this Agreement, unless otherwise expressly provided the
singular includes the plural and vice-versa.
-6-
10
2.0 SUBJECT MATTER OF SALE
XXXX shall manufacture, sell and deliver to Buyer, and Buyer shall
purchase from XXXX, pay for and take delivery of thirty (30) Aircraft
and related services subject to the terms and conditions of this
Agreement.
-7-
11
3.0 CERTIFICATION
3.1 Prior to the Acceptance Date, XXXX shall obtain a DOT Type
Approval (Transport Category), validated by a U.S. Type
Certificate issued in accordance with Part 21 of the FAR for
the XXXX Regional Jet CL-600-2B19 type aircraft.
3.2 On or before the Delivery Date, XXXX shall provide to Buyer a
DOT Certificate of Airworthiness (Transport Category) for
export, bearing a statement of compliance with the Type
Certificate which will enable Buyer, with the assistance of
XXXX, to obtain an F.A.A. Certificate of Airworthiness. XXXX
shall not be obligated to obtain any other certificates or
approvals as part of this Agreement.
-8-
12
4.0 PRICE
The unit base price for each of the Aircraft purchased pursuant to
Article 2 hereof shall be as per Article 1.1 of Exhibit C attached
hereto.
-9-
13
5.0 PAYMENT
Payment shall be as per Article 2 of Exhibit C attached hereto.
-10-
14
6.0 BUYER'S REPRESENTATIVES AT PLACE OF MANUFACTURE
6.1 From time to time, commencing with the date of this Agreement
and ending [ * ] months after the Delivery Date of the last
Aircraft purchased hereunder, XXXX shall furnish, without
charge, office space at BRAD's facility for one (1)
representative of Buyer. Buyer shall be responsible for all
expenses of its representative and shall notify XXXX at least
thirty (30) calendar days prior to the first scheduled visit
of such representative and three (3) days for each visit
thereafter.
6.2 BRAD's facilities shall be accessible to Buyer's
representative during normal working hours. Buyer's
representative shall have the right to periodically observe
the work at such XXXX facilities where the work is being
carried out provided there shall be no disruption in BRAD's
performance.
6.3 XXXX shall advise Buyer's representative of BRAD's rules and
regulations applicable at BRAD's facilities and Buyer's
representative shall conform to such rules and regulations
6.4 Communication between Buyer's representative and XXXX shall be
solely through BRAD's Contract Department or its designate.
*Material designated by an asterisk has been omitted pursuant
to a request for confidential treatment. Such material has
been filed separately with the Commission.
-11-
15
6.5 EACH PARTY HERETO HEREBY RELEASES AND AGREES TO DEFEND,
INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, ITS ASSIGNEES,
OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND CONTRACTORS FROM
AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND
EXPENSES RESULTING FROM INJURIES TO OR DEATH OF OR LOSS OF OR
DAMAGE TO PROPERTY OF ANY PARTY WHILE AT XXXX OR BRAD'S MAIN
SUBCONTRACTOR'S FACILITIES AND/OR DURING TRAINING, INSPECTION,
FLIGHT TEST OR ACCEPTANCE OF THE AIRCRAFT, WHETHER OR NOT
CAUSED BY THE NEGLIGENCE OF THE INDEMNIFYING PARTY, ITS
ASSIGNEES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND
CONTRACTORS.
-12-
16
7.0 CHANGES
7.1 Other than a Permitted Change as detailed in Article 7.2, or a
Regulatory Change as detailed in Article 7.3, any change to
this Agreement as may be mutually agreed upon by the parties
hereto, shall be made using a change order ("Change Order").
Each Change Order shall be prepared substantially in the
format attached as Exhibit G hereto. Such Change Order shall
identify, to the extent reasonably practical:
a. the effect of the proposed change on the Scheduled
Delivery Date;
b. the price and payment terms applicable to the Change
Order; and
c. details of any other material provisions of this
Agreement which will be affected by the Change Order.
Such Change Order shall become effective and binding on the
parties hereto when signed by a duly authorized representative
of each party.
7.2 XXXX, prior to the Delivery Date and without a Change Order or
Buyer's consent, may:
a. substitute the kind, type or source of any material,
part, accessory or equipment by any other material,
part, accessory or equipment of like, equivalent or
better kind or type; or
b. make such change or modification to the Specification
as it deems appropriate to:
1) improve the Aircraft, its maintainability or
appearance; or
-13-
17
2) to prevent delays in manufacture or delivery; or
3) to meet the requirements of Article 3, other than
for a Regulatory Change to which the provisions
of Article 7.3 shall apply,
provided that such substitution, change or modification as
detailed at a. or b. above shall not affect the Base Price or
materially affect the Scheduled Delivery Date or performance
characteristics of the Aircraft. Any change made in accordance
with the provisions of this Article 7.2 shall be deemed to be
a "Permitted Change" and the cost thereof shall be borne by
XXXX. The changes in this Article 7.2 will not adversely
affect interchangeability and replaceability. Any envisaged
change to be made under Article 7.2 b. above which involves a
line replacement unit ("LRU") and/or a rotable component will
require Buyer's consent. XXXX shall provide Buyer with written
notification of such changes as soon as reasonably practical
and Buyer shall respond within thirty (30) days thereof. Lack
of response by Buyer within this period shall be considered as
an approval to the notified change.
7.3 If any change, addition or modification to the Aircraft is
required because of any law or governmental regulation or
interpretation thereof by any governmental agency which is
effective after the date of this Agreement, but before the
Delivery Date, which is applicable to all aircraft in general
or to all aircraft of the same category as the Aircraft (a
"Regulatory Change"), such Regulatory Change shall be
incorporated in the Aircraft before the Delivery Date of such
Aircraft or at such other time after the Delivery Date as the
parties may agree upon. XXXX shall advise Buyer of such
Regulatory Change and Buyer shall pay XXXX a reasonable price
for such Regulatory Change.
-14-
18
7.4 If the Scheduled Delivery Date of the Aircraft is delayed as a
result of any cause to which reference is made in this
Article, such delay shall be an Excusable Delay.
-15-
19
8.0 BUYER FURNISHED EQUIPMENT ("BFE") AND INFORMATION
8.1 During the manufacture of the Aircraft, Buyer shall provide to
XXXX on or before the date required by XXXX, all information
needed to manufacture Buyer's Aircraft as XXXX xxx reasonably
request including, without limitation, the selection of
furnishings, internal and external colour schemes. XXXX shall
advise Buyer of the date when such information is required and
Buyer shall comply with the date so specified.
8.2 On or before execution of this Agreement, Buyer shall notify
XXXX in writing of the BFE (if any) that Buyer wishes to have
incorporated into each Aircraft. Buyer shall also provide
details of:
a. weights and dimensions of the BFE;
b. test equipment or special tools required to incorporate
the BFE; and
c. any other information XXXX xxx reasonably require.
Within sixty (60) calendar days thereafter, XXXX shall advise
Buyer of its acceptance or rejection of the BFE and of the
dates by which each item of BFE is required by XXXX. If
required, the parties hereto shall execute a Change Order in
accordance with Article 7.1 to cover those BFE items accepted
by XXXX pursuant to Article 8.2.
8.3 The BFE accepted by XXXX pursuant to Article 8.2 shall be
incorporated in the manufacturing process of the Aircraft
subject to the following conditions:
a. The BFE must be received F.O.B. BRAD's plant or such
other place as XXXX xxx designate, no later than the
date agreed upon between Buyer and XXXX, free and clear
of any taxes, duties, licenses, charges, liens or other
similar claims;
-16-
20
b. The BFE shall meet:
1) the standards of quality of XXXX, and
2) the requirements of the applicable airworthiness
certification agency;
c. The BFE shall be delivered to XXXX in good condition
and ready for immediate incorporation into the
Aircraft. XXXX shall, upon receipt, inspect the BFE as
to quantity and apparent defects and inform Buyer of
any discrepancies and any required corrective actions
to be taken;
d. XXXX shall only be responsible for the fitment and
testing of the BFE in the Aircraft (with the exception
of any BFE that may be installed by Buyer on the
Aircraft after delivery of same to Buyer which shall
remain the responsibility of Buyer) using reasonable
care and good manufacturing practices, in accordance
with Buyer's written detailed description of the
dimensions and weight of such BFE. Buyer shall also
furnish information necessary for its proper storage,
fitment, servicing, maintenance, operation and
availability of test equipment or special tools;
e. XXXX SHALL HAVE NO LIABILITY OR OTHER OBLIGATIONS AND
IS HEREBY RELIEVED OF ANY LIABILITY, WARRANTY OR OTHER
OBLIGATION WITH RESPECT TO THE BFE AND BUYER HEREBY
WAIVES ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING
THOSE OF MERCHANTABILITY AND FITNESS OR OTHERWISE AND
ALL OTHER LIABILITY (STRICT OR OTHERWISE) ON THE PART
OF XXXX, BE IT IN FACT, LAW OR IN CONTRACT, OR
OTHERWISE INCLUDING WITHOUT LIMITATION PRODUCT
LIABILITY, TORT OR NEGLIGENCE, IN CONNECTION WITH THE
BFE OR ITS DESIGN SUITABILITY FOR USE OR OPERATION.
-17-
21
8.4 If at any time between receipt of the BFE by XXXX and the
Delivery Date, it is mutually agreed that an item of BFE
supplied does not meet the standards and requirements of
Article 8.3 or its fitment, integration and testing in the
Aircraft or Aircraft systems create unreasonable delays in the
manufacturing or certification process, then such BFE may be
removed and replaced by other BFE or by BRAD's equipment. Any
costs associated with the removal, refitment, replacement,
testing and/or certification shall be borne by Buyer.
8.5 In the event that the Scheduled Delivery Date is delayed due
to any delay caused by Buyer's failure to:
a. deliver, or have BFE delivered by the date required;
b. ensure satisfactory operation of the BFE;
c. furnish or obtain applicable BFE data;
d. perform any adjusting, calibrating, retesting or
updating of BFE;
e. furnish or obtain any approvals in compliance with the
provisions of this Article; or
f. comply with the conditions of Article 8.1 and/or 8.3;
XXXX agrees to discuss with Buyer and, where appropriate,
agree with Buyer on the steps to be taken to minimize, cure,
eliminate or work around the delay, but any delay incurred
shall be the responsibility of Buyer and Buyer shall pay to
XXXX any costs and expenses reasonably incurred by XXXX due to
such delay.
-18-
22
8.6 Title to the BFE shall remain at all times with Buyer and risk
of loss of the BFE shall remain at all times with Buyer except
for damages caused by BRAD's gross negligence or misconduct.
8.7 If this Agreement is terminated in whole or in part in
accordance with the provisions thereof XXXX xxx elect to, by
written notice to Buyer, either:
a. purchase the BFE ordered by Buyer and/or received by
XXXX at the invoice price paid by Buyer; or
b. return the BFE to Buyer FOB BRAD's plant, or such other
place that XXXX xxx designate.
-19-
23
9.0 DELIVERY PROGRAM
9.1
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
9.2 Intentionally deleted.
9.3
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
9.4
9.5 Intentionally deleted.
-20-
24
10.0 EXCUSABLE DELAY
10.1 In the event of a delay on the part of XXXX in the
performance of its obligations or responsibilities under
the provisions of this Agreement, due directly or
indirectly to a delay which is an Excusable Xxxxx, XXXX
shall not be responsible for any such delay and the time
fixed or required for the performance of any obligation or
responsibility in this Agreement shall be extended for a
period equal to the period during which any such cause or
the effects thereof persist.
10.2 In the event that the delivery of one or more of the
Aircraft is delayed or is reasonably anticipated by XXXX
to be delayed by reason of Excusable Delay for more than
[ * ] months beyond the Scheduled Delivery Date of such
Aircraft, Buyer may terminate this Agreement in so far as
it applies to the Aircraft affected by Excusable Delay.
XXXX xxx terminate this Agreement in so far as it applies
to the Aircraft affected by Excusable Delay in the event
that the delivery of one or more of the Aircraft is
delayed or is reasonably anticipated by XXXX to be delayed
by reason of Excusable Delay for more than [ * ] months
beyond the Scheduled Delivery Date. Termination shall be
effected by giving notice in writing to the other party of
such termination:
a) within [ * ]calendar days immediately following
such delay period of [ * ] months in the case of
Buyer and [ * ] months in the case of XXXX; or
b) within [ * ] calendar days following the date of
notification by XXXX of the anticipated delay of
more than [ * ] months in the case of Buyer and
[ * ] months in the case of XXXX.
*Material has been omitted pursuant to a request for
confidential treatment. Such material has been filed
separately with the Commission.
-21-
25
In the event of such termination by Buyer, BRAD's sole
liability and responsibility shall be limited to the
obligation to return to Buyer all amounts paid by Buyer to
XXXX with respect to the Aircraft affected less any other
amount overdue by Buyer to XXXX.
*CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION*
10.3 Intentionally deleted.
10.4 Economic adjustment shall not apply to delays not covered
under Excusable Delay.
-22-
26
11.0 ACCEPTANCE PROCEDURE
11.1 XXXX shall give Buyer not less than fifteen (15) working
days prior notice of the date on which an Aircraft will be
ready for Buyer's inspection and/or flight test and
acceptance (the "Readiness Date"). Buyer shall then have
up to five (5) consecutive working days commencing on the
Readiness Date in which to complete said inspection and
flight test (such five (5) working day period being the
"Acceptance Period").
11.2 Up to four (4) representatives of Buyer may participate in
Buyer's inspection of the Aircraft and two (2)
representatives of Buyer may participate in the flight
test. During the flight test XXXX shall retain control
over the Aircraft, but will execute such demonstration
manoeuvres reasonably requested by Buyer and which are
within the flight envelope of the Aircraft and covered by
BRAD's ground functional and flight test procedures (the
"FTP's"). Such flight test shall be carried out for up to
two (2) hours or for such additional duration as both
parties may reasonably require. Buyer has the right to
perform system checks in accordance with the operating
limitations contained in the approved manuals of the
aircraft.
11.3 Buyer shall identify to XXXX prior to their arrival the
names of Buyer's representatives who will participate in
the foregoing inspection and/or flight test and
acceptance.
11.4 Intentionally deleted.
-23-
27
11.5 If no Aircraft defect or discrepancy is revealed during
the inspection and/or the flight test referred to in
Article 11.1 and 11.2 above, Buyer shall accept the
Aircraft, on or before the last day of the Acceptance
Period in accordance with the provisions of Article 11.7.
11.6 If any material defect or discrepancy in the Aircraft is
revealed by Buyer's inspection and/or the flight test, the
defect or discrepancy shall be corrected by XXXX, at no
cost to Buyer, before the acceptance of the Aircraft by
Buyer which acceptance may occur during or after the
Acceptance Period depending on the nature of the defect or
discrepancy and of the time required for correction. If
such correction reasonably requires an additional flight
test, such flight test shall be carried out for up to two
(2) hours or for such duration as both parties may
reasonably require to demonstrate that the defect or
discrepancy is cured. Immediately thereafter Buyer shall
accept the Aircraft in accordance with the provisions of
Article 11.7.
11.7 Acceptance of the Aircraft shall be evidenced by Buyer's
designated representative signing a Certificate of
Acceptance for the Aircraft in the form of Exhibit E
attached hereto. The date of signature of the Certificate
of Acceptance shall be the "Acceptance Date".
11.8 Buyer shall provide XXXX, prior to the Delivery Date of
each Aircraft, suitable evidence of the authority of
designated persons to sign, on behalf of Buyer, the
Certificate of Acceptance in respect of the Aircraft
together with specimen signatures of the persons so
authorized.
-24-
28
11.9 On or before the Acceptance Date, Buyer or its designee
shall pay the balance of the Purchase Price in accordance
with Article 2 of Exhibit C and, concurrently with receipt
thereof, XXXX shall deliver the Aircraft to Buyer and
Buyer shall take delivery thereof at BRAD's plant in the
Province of Quebec. The date on which XXXX delivers and
Buyer takes delivery of the Aircraft shall be the
"Delivery Date" as evidenced by the execution of a XXXX
Xxxx of Sale and an FAA Xxxx of Sale as referred to in
Article 12.2 hereof.
11.10 Execution of the Certificate of Acceptance by or on behalf
of Buyer shall be evidence that Buyer is deemed to have
examined the Aircraft and found it to be in accordance
with the provisions of this Agreement.
11.11 Provided that XXXX has met all of its obligations under
Article 11.6, should Buyer not accept, pay for and/or take
delivery of any one of the Aircraft within ten (10)
calendar days after the Acceptance Period of such
Aircraft, Buyer shall be deemed to be in default of the
terms of this Agreement and without prejudice to any other
rights or recourse XXXX xxx have, including termination as
specified in Article 18.2, the unpaid balance of the
Purchase Price and any overdue amount shall immediately
become due and payable; and Buyer shall promptly, upon
demand, reimburse XXXX for all costs and expenses
reasonably incurred by XXXX as a result of Buyer's failure
to accept, and/or pay for and/or take delivery of the
Aircraft, including but not limited to reasonable amounts
for storage, insurance, taxes, preservation or protection
of the Aircraft.
-25-
29
12.0 TITLE AND RISK
12.1 The risk of loss of or damage to each Aircraft shall pass
to Buyer, together with title to such Aircraft, at the
Delivery Date of such Aircraft.
12.2 Upon transfer of title of the Aircraft to Buyer pursuant
to the provisions of Article 12.1, XXXX shall execute and
give to Buyer a FAA Xxxx of Sale and a warranty Xxxx of
Sale in the form of Exhibit F attached hereto.
12.3 At the time title to the Aircraft transfers to Buyer on
the Delivery Date pursuant to the provision of Article
12.1 the Aircraft shall be free and clear of the liens,
claims, charges and encumbrances of every kind whatsoever
except for those liens, charges or encumbrances created by
or claimed through Buyer.
-26-
30
13.0 CUSTOMER SUPPORT SERVICES AND WARRANTY
13.1 XXXX shall provide to Buyer the Customer Support Services
pursuant to the provisions of Exhibit H attached hereto.
13.2 XXXX shall provide to Buyer the Warranty and the Service
Life Policy described in Exhibit J attached hereto which
shall be the exclusive warranty applicable to the
Aircraft.
13.3 Unless expressly stated otherwise, the services referred
to in Articles 13.1 and 13.2 above, are incidental to the
sale of the Aircraft and are included in the Purchase
Price.
-27-
31
14.0 TAXES, DUTIES AND LICENSES
14.1 The Purchase Price does not include any taxes, fees or
duties including, but not limited to, sales, use, value
added (including the Goods and Services Tax), personal
property, gross receipts, franchise, excise taxes,
assessments or duties, which are or may be imposed by law
upon XXXX, any affiliate of XXXX, or Buyer or the Aircraft
whether or not there is an obligation for XXXX to collect
same from Buyer, by any taxing authority or jurisdiction
occasioned by, relating to or as a result of the sale,
lease, delivery, storage, use or other consumption of any
Aircraft, BFE or any other matter, good or service
provided for under or in connection with this Agreement.
Providing that Buyer is purchasing the Aircraft for direct
export from Canada upon delivery and does not divert the
Aircraft for use in Canada, XXXX represents that according
to the law in force at the time of execution of this
Agreement, there are no Canadian taxes payable with
respect to the Aircraft which Buyer would become obligated
to pay pursuant to this Article 14.
-28-
32
14.2 Any tax, fee, duty, or assessment referred to in Article
14.1 above shall be paid by Buyer. XXXX shall notify Buyer
of any tax, fee, duty or assessment referred to in Article
14.1 above including interest and penalties, that any
taxing authority or jurisdiction is seeking to collect
from XXXX, and Buyer agrees to promptly, but in any event
no later than ten (10) working days after receiving such
notice, pay same directly to the taxing authority or
jurisdiction, or to reimburse XXXX for said tax, duty or
assessment, including interest and penalties, or to
contest same and assume the defense against imposition
thereof at its sole cost and expense (which may require
the payment of such tax or duty during the contestation
process) and to hold XXXX harmless from any such
imposition. If Buyer does not make timely payment directly
to the taxing authority or jurisdiction, or proceed with
contestation and timely defense, XXXX xxx pay the asserted
tax, duty or assessment, including interest and penalties,
and Buyer shall, within thirty (30) calendar days
thereafter, reimburse XXXX for any such payment and all
reasonable costs and expenses of XXXX (including
reasonable attorney's fees).
14.3 Upon request, either party shall execute and deliver any
documents that either party deems necessary or desirable
in connection with any exemption from or reduction of or
the contestation of or the defence against any imposition
of taxes, duties or assessments referred to in Article
14.1 above.
14.4 The obtaining of any import licenses or authorities
required to import the Aircraft into any country outside
Canada shall be the responsibility of Buyer. XXXX shall,
to the extent permitted by law, obtain a Canadian export
license, if required to enable Buyer to export the
Aircraft from Canada subject to the prevailing export
control regulations pertaining at the Delivery Date.
-29-
33
15.0 LOSS OF OR DAMAGE TO AIRCRAFT
If prior to the Delivery Date an Aircraft is lost, destroyed or in
BRAD's judgment damaged beyond repair (the "Total Loss Aircraft"),
XXXX shall promptly, but not later than sixty (60) days thereafter,
notify Buyer of the earliest date that a replacement aircraft, which
will reflect the Specification and which will be generally the same
configuration or specification as the Total Loss Aircraft can
reasonably be delivered, consistent with BRAD's other contractual
commitments and production capabilities. Unless Buyer notifies XXXX
within thirty (30) calendar days after notice of the replacement
aircraft's scheduled delivery that Buyer desires such replacement
aircraft, this Agreement may be terminated as to the Total Loss
Aircraft. In the event of such termination, BRAD's sole liability and
responsibility shall be limited to the obligation to return to Buyer
the amounts paid by Buyer to XXXX with respect to the Total Loss
Aircraft less any amount overdue by Buyer to XXXX under this
Agreement. If Buyer timely notifies XXXX that it wants such
replacement aircraft, the parties shall amend this Agreement
accordingly. Notwithstanding the foregoing, nothing herein shall
obligate XXXX to offer to deliver a replacement aircraft to Buyer if
no aircraft are available or the production line is terminated.
-30-
34
16.0 INDEMNITY AGAINST PATENT INFRINGEMENT
16.1 Subject to the provisions hereinafter set out in this
Article 16, XXXX agrees to indemnify, protect, and save
harmless Buyer against any liability, losses, damages or
expenses excluding any incidental or consequential damages
and excluding any liability, losses, damages and expenses
or loss of profits in respect of or resulting from any
loss of use of the Aircraft (but including cost of
replacing the infringement on account of which use of the
Aircraft by Buyer is prevented as more fully provided for
in Article 16.2 below) resulting from any infringement or
alleged infringement of:
a. any Canadian or United States patent; and
b. any patent issued under the laws of any country
other than Canada or the United States in which
Buyer from time to time may lawfully operate the
Aircraft, provided that from time of design of the
Aircraft, accessory, equipment or part and until
infringement claims are resolved, such country and
the country in which the Aircraft is or are
permanently registered by Buyer have ratified and
adhered to and are at the time of any such actual
or alleged infringement contracting parties to the
Chicago Convention on International Civil Aviation
of December 7, 1944 including, without limitation,
Article 27 thereof and the International Convention
for the Protection of Industrial Property or have
enacted patent laws which recognize and give
adequate protection to inventions made by the
nationals of other countries which have ratified,
adhered to and are contracting parties to either of
the foregoing conventions.
-31-
35
The foregoing undertaking by XXXX to indemnify, protect
and save harmless Buyer shall not apply in respect of BFE.
16.2 Subject to the provisions set out in this Article 16, if
any feature, part, accessory or equipment of the Aircraft
becomes the subject of any claim, suit of proceeding for
infringement of a patent as provided for in Article 16.1
above, or in the event of an adjudication that such
feature, part, accessory or equipment of the Aircraft
infringes patent as provided for in Article 16.1 above, or
if the use, lease or sale of such feature, part, accessory
or equipment of the Aircraft is enjoined, XXXX xxx, within
a reasonable period of time, at its option and expense:
a. procure for Buyer the right under such patent to
use such feature, part, accessory or equipment of
the Aircraft; or
b. obtain for Buyer permission from the appropriate
court or tribunal to use the Aircraft; or
c. replace, with Buyer's consent, such feature, part,
accessory or equipment of the Aircraft with one of
a similar nature and quality that is
non-infringing; or
d. modify such feature, part, accessory or equipment
of the Aircraft to make same non-infringing in a
manner such as to keep it otherwise in compliance
with the requirements of this Agreement.
-32-
36
16.3 XXXX shall not be liable with respect to any actual or
alleged patent infringement to which this Article would
apply unless:
a. in the event of a suit alleging infringement where
legal delay to reply is obligatory, Buyer gives
XXXX written notice of such suit within twenty (20)
calendar days after Buyer receives notice of such
suit, or in the event of a written claim alleging
infringement where no legal delay to reply is
obligatory, Buyer gives XXXX written notice of such
claim within reasonable period of time after Buyer
receives such written claim;
b. Buyer uses reasonable efforts, in full cooperation
with XXXX, to reduce or mitigate any such expenses,
damages costs and royalties involved;
c. Buyer furnishes promptly to XXXX all data, papers
and records within its possession and any other
information or material within Buyer's knowledge or
control, necessary or useful to resist and defend
against such claim or suit; and
d. Buyer refrains from making any payment and from
assuming any obligations, liabilities, expenses,
damages, costs and royalties for which XXXX xxx be
held liable, without prior written approval of XXXX
(which shall not be unreasonably withheld) or
otherwise acting in a manner prejudicial to such
suit or claim.
-33-
37
16.4 XXXX shall have the option at any time and or from time to
time to conduct negotiations in its own name, or in the
name of Buyer, and to enter into a settlement or
settlements with the party or parties involved in the
infringement or alleged infringement and to intervene in
any suit or claim. Should XXXX intervene in any such suit
or claim, it shall be entitled at any stage of
negotiations or proceedings to assume, conduct or control
the defence thereof. If XXXX assumes such defence and
Buyer, in its interest, elects to participate therein, it
shall do so at its sole cost and expense.
16.5 THE INDEMNITIES, OBLIGATIONS AND LIABILITIES ON THE PART
OF XXXX IN THIS ARTICLE ARE UNDERTAKEN BY XXXX AND
ACCEPTED BY BUYER IN LIEU OF ANY AND ALL OTHER
INDEMNITIES, OBLIGATIONS AND LIABILITIES EXPRESS OR
IMPLIED, ARISING IN FACT, CONTRACT, LAW OR OTHERWISE, TO
WHICH XXXX MIGHT OTHERWISE BE LIABLE IN RESPECT OF ANY
PATENT INFRINGEMENT OR ALLEGED PATENT INFRINGEMENT BY THE
AIRCRAFT OR PART THEREOF, OR UNDER ANY PATENT RIGHT OR
RIGHT TO PATENT, AND SUCH INDEMNITIES, OBLIGATIONS AND
LIABILITIES SHALL NOT BE EXTENDED, ALTERED OR VARIED
EXCEPT IN WRITING SIGNED BY XXXX AND BUYER UNDER THE HAND
OF THEIR RESPECTIVE DULY AUTHORIZED REPRESENTATIVE.
-34-
38
17.0 LIMITATION OF LIABILITY
XXXX SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL
AND/OR PUNITIVE DAMAGES OF ANY KIND OR NATURE UNDER ANY
CIRCUMSTANCES, NOR FOR ANY LOSSES OR DAMAGES FOR OR ARISING OUT OF
ANY LACK OR LOSS OF USE OF ANY AIRCRAFT, ANY EQUIPMENT, ANY SPARE
PARTS, GROUND SUPPORT EQUIPMENT OR TECHNICAL PUBLICATIONS PROVIDED
HEREUNDER.
-35-
39
18.0 TERMINATION
18.1 This Agreement may be terminated in whole or in part
before the Delivery Date by either party by notice of
termination to the other party upon the occurrence of any
of the following events:
a. a party makes an assignment for the benefit of
creditors or admits in writing its inability to pay
its debts; or
b. a receiver or trustee is appointed for a party or
for substantially all of such party's assets and,
if appointed without such party's consent, such
appointment is not discharged or stayed within
sixty (60) calendar days thereafter; or
c. proceedings or action under any law relating to
bankruptcy, insolvency or the reorganization or
relief of debtors are instituted by or against a
party and, if contested by such party, are not
dismissed or stayed within sixty (60) calendar days
thereafter; or
d. any writ of attachment or execution or any similar
process is issued or levied against a party or any
significant part of its property and is not
released, stayed, bonded or vacated within sixty
(60) calendar days after its issue or levy.
18.2 In addition, XXXX xxx terminate this Agreement in whole or
in part before the Delivery Date with respect to any
undelivered Aircraft by notice of termination to Buyer:
a. if Buyer is in default as provided in Article 11.11
hereof; or
-36-
40
b. if Buyer is in default or breach of any material
term or condition of this Agreement (including any
payment obligation other than that of the Purchase
Price) and Buyer does not cure such default or
breach within sixty (60) calendar days after
receipt of notice from XXXX specifying such default
or breach.
18.3 In addition, Buyer may terminate this Agreement in whole
or in part before the Delivery Date, with respect to any
undelivered Aircraft, if XXXX is in default or breach of
any material term or condition of this Agreement and such
breach remains uncured for a period of sixty (60) calendar
days following receipt of a notice from Buyer specifying
the nature of default or breach.
18.4 In case of termination of this Agreement by XXXX pursuant
to Articles 18.1 and 18.2:
a.
*CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION*
b.
-37-
41
c.
*CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION*
18.5 In the event of termination of this Agreement by Buyer,
Buyer's sole rights, remedies and recourses against XXXX
and BRAD's obligations to Buyer shall be limited to, and
only to, the return by XXXX of those amounts paid by Buyer
to XXXX hereunder on account of the undelivered Aircraft
plus interest at an annual rate equal to { * }
-38-
42
19.0 ASSIGNMENT
19.1 Either party may assign, sell, transfer or dispose of (in
whole or in part) any of its rights and obligations
hereunder as follows:
i) In the case of Buyer only to a corporation which is
affiliated to Buyer and directly or indirectly
wholly-owned by Comair Holdings, Inc.;
ii) In the case of XXXX to a wholly-owned subsidiary;
provided that in either case there is no increase to the
liability and/or responsibility of the non-assigning party
and that the assigning party remains jointly and severally
liable with any assignee for the performance of Buyer's
obligation under this Agreement.
19.2 Except as provided in Article 19.1 above, Buyer shall not
assign, sell, transfer or dispose of (in whole or in part)
any of its rights or obligations hereunder without BRAD's
prior written consent. In the event of such assignment,
sale, transfer or disposition Buyer shall remain jointly
and severally liable with any assignee for the performance
of all and any of Buyer's obligations under this Agreement
and XXXX reserves the right to amend one or more of the
terms and conditions of this Agreement.
-39-
43
19.3 Notwithstanding Article 19.2 above, and other than for the
purposes of Article 19.5 below, after transfer of title of
an Aircraft Buyer may, with BRAD's prior written consent
and subject to BRAD's right to amend one or more of the
terms and conditions of this Agreement, resell such
Aircraft to a third party purchaser, provided said third
party agrees in writing with XXXX that BRAD's sole and
exclusive obligations and liabilities to said third party
shall be those set forth in the basic Airframe warranties
and Service Life Policy warranties, as applicable, that
XXXX xxx provide from time to time to other customers and
also provided that there is no increase to the liability
and/or responsibility of XXXX.
19.4 XXXX xxx assign any of its rights to receive money
hereunder without the prior consent of Buyer.
19.5 Notwithstanding the other provisions of this Article 19,
either party shall, at the other parties cost and expense,
if requested in writing by the other party, take any
action reasonably required, including without limitation
giving prior written consent to an assignment, for the
purpose of causing any of the Aircraft to be subjected, on
or after the Delivery Date, to a trust, lease, conditional
sale, lien or other arrangement for the financing of the
Aircraft, providing, however, there shall be no increase
to the liability and/or responsibility of the other party
arising through such financing.
-40-
44
20.0 NOTICES
20.1 Any notice, request, approval, permission, consent or
other communication ("Notice"), to be given or required
under this Agreement shall be provided in writing by the
party giving the Notice and shall be addressed as follows:
a. Notice to XXXX shall be addressed to:
Bombardier Inc.
Bombardier Regional Aircraft Division
000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Attention: Director of Contracts, The America's
Facsimile: (000) 000-0000
b. Notice to Buyer shall be addressed to:
Notice by mail:
Comair, Inc.
X.X. Xxx 00000
Xxxxxxxxxx, Xxxx
X.X.X., 00000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000
-41-
45
Notice by courier:
Comair, Inc.
0000 Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx
X.X.X., 00000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000
20.2 Notice given in accordance with Article 20.1 shall be
deemed sufficiently given to and received by the
addressees:
a. if delivered by hand, on the day when the same
shall have been so delivered; or
b. if mailed or couriered, on the day indicated on the
corresponding acknowledgment of receipt; or
c. if sent by telex or facsimile on the day indicated
by the acknowledgment or the answer back of the
receiver in provable form.
-42-
46
21.0 CONFIDENTIAL NATURE OF AGREEMENT
21.1 This Agreement is confidential between the parties and
shall not, without the prior written consent of the other
party, be disclosed by either party in whole or in part to
any other person or body except insofar as may be
necessary for either party to carry out its obligations
under this Agreement or by law or as required by financial
institutions involved with financing of the Aircraft. If
one party is required by legal proceedings or a court
order to disclose this Agreement in whole or in part, such
party shall promptly notify the other party in order to
allow it, if it deems it necessary, to intervene in or
contest such legal proceedings or make representations to
the court. Without limiting the foregoing, Buyer agrees to
request confidential treatment to the maximum extent
possible for any material that must be filed with the
Securities and Exchange Commission with respect to any
contractual clauses and conditions relating to price,
delivery positions, price escalation and financing. Buyer
agrees to discuss and review with XXXX such material
before release to any third party.
21.2 Except as may be reasonably required for the normal
operation, maintenance, overhaul, and repair of the
Aircraft, Buyer shall hold confidential all technical data
and information supplied by or on behalf of XXXX. Buyer
shall not reproduce any technical data or information or
divulge the same to any third party without the prior
written consent of XXXX.
21.3 Either party may announce the signing of this Agreement by
means of a notice to the press provided that the content
and date of the notice has been agreed to by the other
party.
-43-
47
22.0 SUCCESSORS
This Agreement shall inure to the benefit of and be binding upon each
of XXXX and Buyer and their respective successors.
-44-
48
23.0 APPLICABLE LAWS
THIS AGREEMENT SHALL BE SUBJECT TO, CONSTRUED IN ACCORDANCE WITH, AND
THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.
-45-
49
24.0 AGREEMENT
24.1 This Agreement and the matters referred to herein
constitute the entire agreement between XXXX and Buyer and
supersede and cancel all prior representations, brochures,
alleged warranties, statements, negotiations,
undertakings, letters, memorandums of agreement,
acceptances, agreements, understandings, contracts and
communications, whether oral or written, between XXXX and
Buyer or their respective agents, with respect to or in
connection with the subject matter of this Agreement and
no agreement or understanding varying the terms and
conditions hereof shall be binding on either XXXX or Buyer
hereto unless an amendment to this Agreement is issued and
duly signed by their respective authorized representatives
pursuant to the provisions of Article 7 hereof. In the
event of any inconsistencies within the Agreement between
this Purchase Agreement and any of the Exhibits, Annexes
or Letters of Agreement referred to herein, the provisions
of this Purchase Agreement shall prevail except that when
there is any inconsistency between this Agreement and any
Letter of Agreement with respect to the subject matter
covered by the terms contained therein, then such Letter
Agreement shall prevail.
24.2 If any of the provisions of this Agreement are for any
reason declared by judgment of a court of competent
jurisdiction to be unenforceable or ineffective, those
provisions shall be deemed severable from the other
provisions of this Agreement and the remainder of this
Agreement shall remain in full force and effect.
-46-
50
24.3 THE OBLIGATIONS AND LIABILITIES OF XXXX, INCLUDING THE
WARRANTY AND SERVICE LIFE POLICY CONTAINED IN EXHIBIT J
ATTACHED AND THE LIMITATION OF LIABILITY CONTAINED IN
ARTICLE 17 OF THIS AGREEMENT, HAVE BEEN EXPRESSED,
DISCUSSED, UNDERSTOOD AND AGREED TO BETWEEN BUYER AND
XXXX IN CONSIDERATION OF THE PURCHASE PRICE OF THE
AIRCRAFT AND OTHER PROVISIONS OF THIS AGREEMENT.
24.4 Each party on a reasonable effort basis agrees, if asked
by the other party, to review and discuss the terms and
conditions of this Agreement to determine if modification
is required as contemplated under Article 7.1 herein.
24.5 XXXX and Buyer confirm to each other that they have each
obtained the required authorizations and fulfilled any
conditions applicable to enable each of them to enter
into this Agreement.
In witness thereof this Agreement was signed on the date written on
page 4:
For and on behalf of For an on behalf of
BUYER: BOMBARDIER INC.:
Per: /s/ Xxxxx X. Xxxxxxxxxx Per: /s/ Xxxx X. Xxxxxx
Title: SVP Finance Title: Director of Contracts
-47-
51
EXHIBIT A
SPECIFICATION
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION
-A1-
52
EXHIBIT B
INTENTIONALLY DELETED
-B1-
53
EXHIBIT C
PRICE AND PAYMENT SCHEDULE
1.0 PRICE
1.1
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION
1.2
1.3
1.4 Intentionally deleted.
-C1-
54
2.0 PAYMENT
2.1
2.2
2.3
2.4
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION
2.5
-C2-
55
2.6
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION
-C3-
56
ANNEX TO EXHIBIT C-1
BUYER SELECTED OPTIONAL FEATURES
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION
-C4-
57
EXHIBIT D
DELIVERY SCHEDULE
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION
-D1-
58
EXHIBIT E
CERTIFICATE OF ACCEPTANCE
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION
-E1-
59
EXHIBIT F
WARRANTY XXXX OF SALE
1. FOR VALUABLE CONSIDERATIONS, BOMBARDIER INC., BOMBARDIER REGIONAL AIRCRAFT
DIVISION, OWNER OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT
DESCRIBED AS FOLLOWS:
ONE CANADAIR REGIONAL JET MODEL CL-600-2B19 AIRCRAFT BEARING:
MANUFACTURER's SERIAL NO.: ,
WITH: -----------------
TWO CF34-3A1 ENGINES SERIAL NOS.: AND
-----------------
.
-----------------
TOGETHER WITH ALL AVIONICS, APPLIANCES, INSTRUMENTS,
APPURTENANCES, ACCESSORIES, FURNISHINGS AND/OR OTHER EQUIPMENT OR
PROPERTY INCORPORATED IN OR INSTALLED ON OR ATTACHED TO SAID
AIRCRAFT AND ENGINES (HEREINAFTER COLLECTIVELY REFERRED TO AS THE
"AIRCRAFT").
DOES THIS DAY OF 19___, HEREBY CONVEY, SELL, GRANT, TRANSFER,
BARGAIN AND DELIVER AND SENT OVER TO BUYER AND UNTO ITS SUCCESSORS AND
ASSIGNS FOREVER ALL OF CANADAIR'S RIGHTS, TITLE AND INTEREST IN AND TO
THE AIRCRAFT.
2. XXXX REPRESENTS AND WARRANTS TO BUYER:
(i) THAT XXXX HAS GOOD AND MARKETABLE TITLE TO THE AIRCRAFT AND THE
GOOD AND LAWFUL RIGHT TO THE AIRCRAFT AND THE GOOD AND LAWFUL
RIGHT TO SELL THE SAME; AND
(ii) THAT GOOD AND MARKETABLE TITLE TO THE AIRCRAFT IS HEREBY DULY
VESTED IN BUYER FREE AND CLEAR OF ALL CLAIMS, LIENS, ENCUMBRANCES
AND RIGHTS OF OTHERS OF ANY NATURE. CANADAIR HEREBY COVENANTS AND
AGREES TO DEFEND SUCH TITLE FOREVER AGAINST ALL CLAIMS AND DEMANDS
WHATSOEVER.
THIS FULL WARRANTY XXXX OF SALE IS GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK, UNITED STATES OF AMERICA.
IN WITNESS WHEREOF, CANADAIR AND BUYER HAVE CAUSED THIS INSTRUMENT TO BE
EXECUTED AND DELIVERED BY ITS DULY AUTHORIZED OFFICERS.
BUYER BOMBARDIER INC.
----------------- -----------------
TITLE TITLE
DATE DATE
-F1-
60
EXHIBIT G
CHANGE ORDER
-G1-
61
--------------------------------------------------------------------------------
CONTRACT CHANGE ORDER
--------------------------------------------------------------------------------
PURCHASER:
--------------------------------------------------------------------------------
PURCHASE AGREEMENT NO.: AIRCRAFT TYPE:
C.C.O. NO.: DATED:
PAGES AFFECTED:
--------------------------------------------------------------------------------
THIS AGREED CHANGE WAS THE SUBJECT OF DISCUSSION AND WAS ACCEPTED BY BOTH
XXXX AND COMAIR, INC.
1.0 TITLE OF CHANGE
2.0 DESCRIPTION OF CHANGES
3.0 REASON FOR CHANGE
4.0 OTHER MATTERS
4.1 OTHER
4.1.1 This Contract Change Order No. ____ (the "Change
Order") and the matters referred to herein constitute
the entire agreement between XXXX and Comair and
supersede and cancel all prior representations,
brochures, alleged warranties, statements,
negotiations, undertakings, letters, memorandums of
agreement, acceptances, agreements, understandings,
contracts and communications, whether oral or
written, between XXXX and Comair or their respective
agents, with respect to or in connection with the
subject matter of this Change Order.
4.1.2 All other terms and conditions of the Agreement
remain unchanged.
--------------------------------------------------------------------------------
-G2-
62
--------------------------------------------------------------------------------
5.0 DELETE THE NON-APPLICABLE ARTICLES
5.1 DELETE THE NON-APPLICABLE ARTICLES
5.1.1 THE CHANGE DESCRIBED IN THIS CHANGE NOTICE IS
INTRODUCED UNDER THE PROVISIONS OF ARTICLE 7.1 -
AGREED CHANGE:
5.1.2 BOTH BUYER AND XXXX AGREE TO THE ABOVE CHANGE UNDER
ARTICLE 7 OF THE AGREEMENT WITH THE EFFECTS AS SHOWN.
6.0 OTHER MATTERS
ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN UNCHANGED
--------------------------------------------------------------------------------
FOR AND ON BEHALF OF: FOR AND BEHALF OF:
BOMBARDIER INC. COMAIR, INC.
--------------------------- -------------------------
Bombardier Regional Aircraft Comair, Inc.
Division
Date: ____________________ Date: __________________
--------------------------------------------------------------------------------
-G3-
63
EXHIBIT H
AIRLINE SERVICES
----------------
-H1-
64
EXHIBIT H
TABLE OF CONTENTS
ARTICLE 1 - TECHNICAL SUPPORT
-----------------------------
1.1 Factory Service
1.2 Field Service Representative
1.2.1 Period
1.2.2 Responsibility
1.2.3 Travel
1.2.4 Office Facilities
1.3 Maintenance Planning Support
1.3.1 Scheduled Maintenance Task Cards
1.3.2 In-Service Maintenance Data
1.4 Additional Services
ARTICLE 2 - SPARE PARTS, GSE, TOOLS AND TEST EQUIPMENT
------------------------------------------------------
2.1 Definition
2.2 Applicability
2.3 Term
2.4 Buyer's Purchase Orders
2.5 Communications
2.6 Prices and Delivery
2.7 Shipment
2.8 Packing
2.9 Documents
2.10 Payment
-H2-
65
2.11 Purchase of Canadair Parts
2.11.1 Purchase of Canadair Parts from Other Sources
2.11.2 Purchase of Canadair Parts from Other Approved Sources
2.11.3 Buyer's Right to Purchase, Redesign or Manufacture Parts
2.11.4 Notice to Canadair of Redesigned Parts
2.12 Vendor Parts
2.12.1 Terms and Conditions
2.12.2 Vendor Backstop
2.13 Provisioning
2.13.1 Preprovisioning/Provisioning Conference
2.13.2 Initial Provisioning Documents
2.13.3 Repurchase of Canadair Parts and Vendor Parts
2.13.4 Initial Provisioning Orders
2.14 General
2.14.1 Quotations
2.14.2 Lease of Canadair Parts and Vendor Parts
2.14.3 Canadair Parts Data Specifications
2.14.4 Warranty
2.14.5 Additional Terms and Conditions
-H3-
66
ARTICLE 3 - TECHNICAL DATA
--------------------------
3.1 Technical Data Provided
3.2 ATA Specifications
3.3 Shipment
3.4 Revision Service
3.5 Proprietary Technical Data
3.6 Vendor Parts Service Bulletins
3.7 Drawings
3.8 Warranty
3.9 Technical Assistance
ARTICLE 4 - TRAINING
--------------------
4.1 General Terms
4.1.1 Description
4.1.2 Location
4.1.3 Expenses
4.1.4 Course Standard and Training Manual
4.1.5 Training Conferences
4.1.6 Timing
4.2 Pilot Simulator Training
4.3 Maintenance Training
4.3.1 Requirements
4.3.2 Intentionally deleted
4.3.3 Vendor Training
4.3.4 Training Aids and Materials
4.3.5 Specialist Training
4.3.6 Recurrent Training
4.4 General Familiarization Course
-H4-
67
ARTICLE 5 - HOLD HARMLESS AND INSURANCE
---------------------------------------
5.1 Hold Harmless
5.2 Insurance
5.3 Disclaimer
5.4 Acknowledgement
ARTICLE 6 - GENERAL CONDITIONS
------------------------------
6.1 Definitions
6.2 Price
6.3 Assignment
6.4 Provision of Information
6.5 Vendor Support
ANNEX A
-------
List of Technical Data
-H5-
68
EXHIBIT H
---------
AIRLINE SERVICES
----------------
The following Airline Support Services are those services to which reference is
made in Article 13 of the Agreement to which this Exhibit is attached.
ARTICLE 1 - TECHNICAL SUPPORT
1.1 Factory Service
---------------
XXXX agrees to maintain or cause to be maintained the capability to
respond to Buyer's technical inquiries, to conduct investigations
concerning repetitive maintenance problems and to issue findings and
recommend action thereof. This service shall be provided for as long as
{ * } of the CL-600-2B19 aircraft remain in commercial air transport
service.
1.2 Field Service Representative
----------------------------
1.2.1 Period
XXXX shall assign { * }field service representatives
("FSR") to Buyer's main base of operation in Cincinnati
and Florida or other location as may be mutually agreed.
Such assignment shall be until delivery of the last
Aircraft. The FSR assignment may be extended on terms and
conditions to be mutually agreed upon.
*Material designated by an asterisk on pages H6, H8-10,
H12-21, H23-27, H29 and HA1-HA4 has been omitted
pursuant to a request for confidential treatment.
Such material has been filed separately with the
Commission.
-H6-
69
1.2.2 Responsibility
--------------
The FSRs shall be licensed mechanics by the FAA or
equivalent. The FSR's responsibility shall be to provide
technical advice to Buyer for the line maintenance and
operation of the Aircraft systems and troubleshooting
during scheduled and unscheduled maintenance through
Buyer's designated personnel. The FSRs shall provide on
the job training to Buyer's personnel as requested at the
line maintenance level.
1.2.3 Travel
------
If requested by Buyer the FSR may, at Buyer's expense,
travel to another location to provide technical advice to
Buyer. Buyer's expenses will include travel, lodging and
incidental expenses incurred by the FSR.
1.2.4 Office Facilities
-----------------
Buyer shall furnish the FSR, for business purposes only,
at no charge to XXXX, suitable and exclusive office
facilities and related equipment including desk, file
cabinet and access to telephone conveniently located at
Buyer's main base of operation or other location as may be
mutually agreed.
1.3 Maintenance Planning Support
----------------------------
1.3.1 Scheduled Maintenance Task Cards
--------------------------------
At Buyer's request, XXXX shall provide a proposal for task
cards produced to Buyer's format.
-H7-
70
1.3.2 In-Service Maintenance Data
---------------------------
Buyer agrees to provide XXXX in-service maintenance data
in order to provide updates to BRAD's recommended
maintenance program. Buyer's Reliability Control Program
Report as provided to the FAA shall be acceptable to XXXX
for this purpose.
1.4 Additional Services
-------------------
At Buyer's request, XXXX shall provide a proposal to provide such
additional support services as the parties may agree upon, which may
include special investigations, maintenance and repair of the Aircraft.
ARTICLE 2 - SPARE PARTS, GSE, TOOLS AND TEST EQUIPMENT
------------------------------------------------------
2.1 Definition
----------
2.1.1 In this Article 2, the following words and expressions
shall have the following meaning:
a. "XXXX Parts":
spare parts, ground support equipment, tools and
test equipment which bear a XXXX Part Number and/or
an in-house Cage Number in the XXXX provisioning
file as that expression is defined in { * }.
b. "Power Plant Parts":
any power plant or power plant part or assembly
carrying the power plant manufacturer's part number
or any part furnished by the engine manufacturer
for incorporation on the Aircraft.
c. "Vendor Parts":
any parts or items of equipment which are not XXXX
Parts or Power Plant Parts.
-H8-
71
2.2 Applicability
-------------
The terms and conditions hereof shall apply to all orders for XXXX
Parts, Power Plant Parts and Vendor Parts placed by Buyer with XXXX in
lieu of any terms and conditions in Buyer's purchase orders. Buyer's
purchase order terms and conditions that do not conflict with this
Agreement shall apply.
2.3 Term
----
As long as at least { * } aircraft of the CL-600-2B19 type aircraft
purchased hereunder are operated in commercial air transport service,
XXXX shall maintain, or cause to be maintained, a reasonable stock of
XXXX Parts.
2.4 Buyer's Purchase Orders
-----------------------
Buyer agrees that orders placed with XXXX shall conform to the
requirements and procedures contained in { * }, as applicable to Buyer.
2.5 Communications
--------------
Buyer may place orders with XXXX for XXXX Parts, Power Plant Parts and
Vendor Parts by any method of order placement (including but not
limited to SITA, ARINC, telecopier, telex, facsimile, telephone or
other telecommunication system or hard copy purchase order). Purchase
order status and actions related to shipment of XXXX Parts shall be
generally consistent with the provisions of the World Airline Suppliers
Guide and the applicable portions of { * }as applicable to Buyer.
-H9-
72
2.6 Prices and Delivery
-------------------
Prices for commonly used XXXX Parts shall be published in the Spare
Parts Price Catalogue which shall be developed taking into account { *
}. { * }. Prices for non-listed XXXX Parts shall be as quoted from time
to time by XXXX on request from Buyer. XXXX shall use reasonable
efforts as indicated in Article 2.12 below to require its major Vendors
to maintain any published price for their Power Plant Parts and Vendor
Parts { * } { * }
2.7 Shipment
--------
2.7.1 XXXX Parts, Power Plant Parts and Vendor Parts ordered
from XXXX shall be delivered F.O.B. BRAD's designated
facilities.
2.7.2 XXXX shall use reasonable efforts so that shipment of XXXX
Parts to Buyer be as follows:
a. AOG Orders
----------
Ship AOG orders within four (4) hours of receipt of
order. Buyer's affected Aircraft factory production
number shall be required on AOG orders;
-H10-
73
b. Critical Orders
---------------
Ship critical orders within twenty-four (24) hours
of order receipt;
c. Expedite Orders
---------------
Ship expedite orders within seven (7) calendar days
of order receipt;
d. Initial Provisioning Orders
---------------------------
Prior to the Delivery Date of the first Aircraft or
as may be mutually agreed; and
e. Other Orders
------------
Shall be shipped approximately thirty (30) calendar
days after BRAD's receipt of Buyer's order.
Shipment of non-stock XXXX Parts shall be in
accordance with quoted leadtimes or leadtimes
published in the current Spare Parts Price
Catalogue, procurement data or provisioning data.
Vendor Parts shall be delivered per the Vendor's
quoted leadtime plus BRAD's internal processing
time.
2.7.3 In the event that XXXX Parts are not in stock to support
shipment of AOG and Critical Orders within leadtimes
stated in Article 2.7.2 a. and b., XXXX shall remove such
XXXX Parts from production aircraft and provide Buyer a
firm shipping schedule within four (4) hours for AOG and
twenty-four (24) hours for Critical after receipt of
Buyer's order. In the event the XXXX Part is no longer in
production, the XXXX Part would then be manufactured on a
Critical Order priority basis.
-H11-
74
2.7.4 { * }
2.8 Packing
-------
All prices shall include packing in accordance with ATA Specification
300 Category II. All AOG orders shall be handled, processed, packed and
shipped separately.
2.9 Documents
---------
XXXX shall include packing sheets with all shipping containers. XXXX
shall also include with the container a copy of the invoice for customs
clearance. XXXX agrees to notify Buyer when the material is shipped and
shall provide carrier's reference information (waybill number).
2.10 Payment
-------
Payment terms shall be net thirty (30) calendar days of invoice date
for established open accounts. Any overdue amount shall bear interest
from the due date until actual payment is received by XXXX at an annual
rate of interest equal to { * }. Buyer will notify XXXX if the invoice
has been received late and an agreement will be reached between the
parties, after due consideration of the circumstances, as to the
extension of the discount. { * }.
-H12-
75
2.11 Purchase of XXXX Parts
----------------------
2.11.1 Purchase of XXXX Parts from Other Sources
-----------------------------------------
In consideration of BRAD's obligations to maintain a
reasonable stock of XXXX Parts for as long as at least
{ * } aircraft of the CL-600-2B19 type aircraft purchased
hereunder are operated in commercial air transport
service, Buyer agrees to purchase XXXX Parts only from
XXXX or from airlines operating the same type aircraft
purchased herein. Buyer may however purchase XXXX Parts
from any source whatsoever, redesign XXXX Parts, or have
them redesigned, manufacture XXXX Parts, or have them
manufactured, under the following conditions:
a. When { * } aircraft of the type purchased hereunder
are operated in scheduled commercial air transport
service; or
b. Any time XXXX fails to fulfill its obligations
hereunder; or
c. Any time XXXX Parts are needed to effect emergency
repairs on the Aircraft, provided that such
purchase, redesign or manufacture by or from
sources other than XXXX allows Buyer to obtain XXXX
Parts in less time than XXXX requires to furnish
them; or
d. If Buyer has notified XXXX in writing that any XXXX
Parts are defective or unsatisfactory in use and
if, within a reasonable period thereafter, XXXX has
not provided a satisfactory resolution or made
redesigned XXXX Parts available.
e. If the Agreement is terminated by Buyer as per
Article 18.3 thereof.
-H13-
76
2.11.2 Purchase of XXXX Parts from Other Approved Sources
--------------------------------------------------
Buyer may obtain XXXX Parts from any source provided that
such source is approved by XXXX or the FAA and provided
that such XXXX Parts are for Buyer's use only.
2.11.3 Buyer's Right to Purchase, Redesign or Manufacture
--------------------------------------------------
Buyer's right to purchase, redesign or to have redesigned
or manufacture or to have manufactured XXXX Parts under
the preceding Article 2.11.1 shall not be construed as a
granting of a license by XXXX and shall not obligate XXXX
to disclose Technical Data or other information nor to the
payment of any license fee or royalty or create any
obligation whatsoever to XXXX, and XXXX shall be relieved
of any obligation or liability with respect to patent
infringement in connection with any such redesigned part.
2.11.4 Notice to XXXX of Redesigned Parts
----------------------------------
{ * }
-H14-
77
2.12 Vendor Parts
------------
2.12.1 Terms and Conditions
--------------------
Notwithstanding the provisions outlined in 2.12.2 herein,
XXXX shall not be obligated to maintain a stock of Vendor
Parts. XXXX agrees to use reasonable efforts to require
its Vendors to comply with the terms and conditions of
this Article 2 as they apply to Vendor Parts. Vendor Parts
shall be delivered per the Vendor's quoted lead time plus
BRAD's internal processing time.
2.12.2 { * }
-H15-
78
2.13 Provisioning
------------
2.13.1 Preprovisioning/Provisioning Conference
---------------------------------------
Preprovisioning and provisioning conferences shall be
convened on dates to be mutually agreed to between Buyer
and XXXX in order to:
a. acquaint Buyer with BRAD's provisioning system and
available data;
b. plan the provisioning program; and
c. assist Buyer in the XXXX Parts and Vendor Parts
selection process.
2.13.2 Initial Provisioning Documentation
----------------------------------
Initial provisioning documentation for XXXX Parts and
Vendor Parts shall be provided by XXXX as follows:
a. XXXX shall provide, as applicable to Buyer, no
later than { * } months prior to the Scheduled
Delivery Date of the first Aircraft or as may be
mutually agreed, the initial issue of provisioning
files as required by the following:
1) ATA Specification { * }, as may be amended
by XXXX)
-H16-
79
Revisions to provisioning data shall be issued by
XXXX { * } following the Delivery Date of the last
Aircraft or as may be mutually agreed.
b. For provisioning under Article 2.13.2 a. 2) above,
XXXX shall provide, as required by Buyer, all data
files defined in Chapter 1 of ATA Specification
{ * }.
c. The Illustrated Parts Catalogue designed to support
provisioning shall be issued concurrently with
provisioning data files and revised at { * }
calendar day intervals.
2.13.3 Repurchase of XXXX Parts and Vendor Parts
-----------------------------------------
XXXX shall repurchase from Buyer sixty { * } after the
beginning of revenue service of Buyer's first Aircraft of
the thirty (30) Aircraft purchased under this Agreement,
any surplus XXXX Parts and Vendor Parts ("Repurchased
Parts") recommended by XXXX and purchased by Buyer from
XXXX as part of the initial provisioning order. Initial
provisioning order(s) shall include the order or orders
placed on XXXX by Buyer prior to the Delivery Date of the
first Aircraft.
BRAD's obligation and liability shall be limited to the
following conditions:
a. the Repurchased Parts must be from Buyer's initial
provisioning order, based on BRAD's minimum
recommendations;
-H17-
80
b. the Repurchased Parts which have been installed on
an Aircraft or other aircraft or are not in the
same condition including ATA Specification { * }
standard of packing and crating as when first
delivered to Buyer shall not qualify;
c. transportation charges for the return of the
Repurchased Parts to BRAD's designated facility
shall be for the account of XXXX. Buyer agrees to
use reasonable efforts to ship the Repurchase Parts
via COMAT on Buyer airline closest destination to
BRAD's designated facility.
d. Buyer to provide XXXX with a minimum of sixty { * }
months stated above of its intention to return such
Repurchased Parts. Such notice shall identify the
quantity and part number of each of the Repurchased
Parts.
Upon receipt by XXXX of the Repurchased Parts in
accordance with the above, XXXX shall issue to Buyer
{ * }. Such { * }
2.13.4 Initial Provisioning Orders
---------------------------
XXXX Parts and Vendor Parts purchased from XXXX by the Buyer
for initial provisioning requirements that XXXX is unable to
deliver as agreed in Article 2.7.2 d. and which affect the
Aircraft operation shall be provided to the Buyer on an AOG or
Critical basis as the case may be.
-H18-
81
2.14 General
-------
2.14.1 Quotations
----------
Price and delivery quotations for non-listed XXXX Parts
and Vendor Parts shall be held firm for { * }days.
2.14.2 Lease of XXXX Parts
-------------------
XXXX shall develop and introduce a program prior to the
Delivery Date of the first Aircraft to lease certain XXXX
Parts which are selected by XXXX to be insurance parts as
referred to in Article 2.7.3 above.
2.14.3 XXXX Parts Data Specifications
------------------------------
XXXX shall generally comply with ATA Specification { * }
or later revisions as XXXX xxx adopt from time to time.
2.14.4 Warranty
--------
XXXX Parts and Vendor Parts purchased or furnished under
this Agreement shall be covered by the applicable warranty
provisions and the terms and conditions set forth in
Article 1 and Article 2 of Exhibit J.
-H19-
82
2.14.5 Additional Terms and Conditions
-------------------------------
BRAD's sales order shall incorporate the terms and
conditions stated herein. Additional terms and conditions
applicable at time of receipt of each order from Buyer may
be added providing such terms and conditions do not
conflict with the terms and conditions provided herein.
Such additional terms and conditions shall be provided to
Buyer at least ninety (90) calendar days prior to their
effective date.
ARTICLE 3 - TECHNICAL DATA
--------------------------
3.1 Technical Data Provided
-----------------------
XXXX shall furnish to Buyer the technical data described in Annex A
attached hereto ("Technical Data"). The Technical Data shall provide
information on items manufactured according to BRAD's detailed design
and in those units of measures used in the Specification or as may
otherwise be required to reflect Aircraft instrumentation as may be
mutually agreed. The Technical Data and revisions thereto shall be
prepared in the English language.
3.2 ATA Specifications
------------------
Unless otherwise noted in Annex A, all Technical Data shall be prepared
generally in accordance with { * }
3.3 Shipment
--------
All Technical Data provided hereunder shall be delivered to Buyer
F.O.B. BRAD's designated facilities and at the time indicated in Annex
A.
-H20-
83
3.4 Revision Service
----------------
A revision service shall be provided for the Technical Data for a
period of { * } after delivery of the last Aircraft to Buyer. The
applicability of revision service for the Technical Data shall be as
described in Note 5 of Annex A.
3.5 Proprietary Technical Data
--------------------------
It is understood and Buyer acknowledges that the Technical Data
provided herein is proprietary to XXXX and all rights to copyright
belong to XXXX and shall be kept confidential by Buyer. Buyer agrees to
use the Technical Data solely as allowed by the Agreement. Technical
Data shall not be disclosed to third parties or used by Buyer or
furnished by Buyer for the design or manufacture of any aircraft or
spare parts including XXXX Parts or items of equipment, except as
allowed by the Agreement or if the Agreement is terminated by Buyer as
per Article 18.3 thereof.
3.6 Vendor Parts Service Bulletins
------------------------------
XXXX shall control Vendor Parts modification status by issuance of
cover service bulletins for each Vendor Service Bulletin. XXXX xxx give
Buyer advance notice of approval for Vendor Service Bulletins prior to
formal publication of the cover service bulletins.
3.7 Drawings
--------
XXXX shall provide to Buyer top level aircraft drawings. Any other
drawings requests shall be reviewed on a case-by-case basis with the
XXXX Xxxxx Service Representative.
3.8 Warranty
--------
The warranty to BRAD's Technical Data provided hereunder is set forth
in Article 1 of Exhibit J.
-H21-
84
3.9 Technical Assistance
--------------------
At Buyer's request, XXXX shall provide drawings and technical
assistance with regard to retrofit installations on existing Aircraft
that result from Airworthiness Directives and Service Bulletins.
ARTICLE 4 - TRAINING
--------------------
4.1 General Terms
-------------
4.1.1 Description
-----------
The objective of the following training programs
("Programs") is to familiarize, train and assist Buyer's
personnel in the introduction, operation and maintenance
of the Aircraft. XXXX shall offer to the Buyer the
Programs in the English language.
4.1.2 Location
--------
The Programs shall be conducted at a XXXX designated
facility. At Buyer's request the Programs may be conducted
at Buyer's facility in which case Buyer shall be
responsible for all costs associated with such request.
4.1.3 Expenses
--------
Buyer shall be responsible for all travel and living
expenses of Buyer's personnel incurred in connection with
the Programs.
4.1.4 Course Standard and Training Manual
-----------------------------------
The Programs shall be designed to reflect the configuration of
the Aircraft and may include difference training to identify
such configuration. Manuals which are provided during the
Programs exclude revision service.
-H22-
85
4.1.5 Training Conferences
--------------------
The Programs shall include flight crew and maintenance
training conferences held no later than twelve (12) months
prior to the Scheduled Delivery Date of the first Aircraft
to Buyer to establish the Programs' schedules and
contents.
4.1.6 Timing
------
The Programs shall be completed prior to the Delivery Date
of the last Aircraft purchased herein.
4.2 Pilot Simulator Training
------------------------
4.2.1 XXXX will provide access to the { * }
4.2.2 In the event the required number of training slots are not
available on the { * } for training of Comair flight crew
as a result of the simulator being fully utilized or
inoperative due to maintenance downtime, XXXX will use
reasonable efforts, to secure time { * }. XXXX shall
provide a schedule of training slots available to Comair
in 1998 and 1999 at the Montreal training centre. Comair
and XXXX shall then agree { * } in advance of Comair's
desired training dates on the training slots to be
reserved for Comair.
-H23-
86
4.3 Maintenance Training
--------------------
4.3.1 Requirements and Student Course Allocation
XXXX shall provide training for a combination of { * }
maintenance technicians or { * } avionics technicians, or
any other combination thereof per Aircraft. As may be
mutually agreed upon, Buyer may reallocate students among
the courses. The Maintenance Training shall be designed to
meet the requirements of the DOT for an Aircraft
Maintenance Engineer Licence (AME-M or AME-E) or FAA
equivalent. The training is also designed for maintenance
instructors, supervisory personnel and senior aircraft
maintenance engineers (AME-M or AME-E) or mechanics.
Buyer's personnel attending BRAD's training courses shall
receive corresponding paper copies of appropriate training
material including { * } of the Maintenance Training
Manual used during the training. Individual courses
defined in this Maintenance Training shall be based on
BRAD's standard course syllabus.
Additionally, XXXX shall provide { * } of simulator time
on the Flight Training Device { * } per Aircraft.
-H24-
87
4.3.2 Course Descriptions
-------------------
a. Airframe and Power Plant Systems Maintenance Course
---------------------------------------------------
This course shall emphasize detailed systems
description, operations and routine line
maintenance practices including ground run-up
procedures. The course material shall be
principally mechanical with electrical information
for overall systems comprehension. This course
shall be designed for maintenance instructors,
supervisory personnel, aircraft maintenance
engineers (AME-M) and inspectors. The course
duration shall be a maximum of { * } working days;
b. Electrical and Avionics Systems Maintenance Course
--------------------------------------------------
This course shall emphasize detailed system
description, operation and routine line maintenance
practices. The course material shall be principally
electrical and avionics and includes mechanical
information for overall systems comprehension. This
course shall be designed for electrical and
avionics instructors, supervisory personnel,
aircraft maintenance engineers (AME-E avionics) and
inspectors. The course duration shall be a maximum
of { * } working days;
-H25-
88
c. Line Maintenance Airframe and Power Plant Systems
-------------------------------------------------
Course
------
This course shall emphasize routine line
maintenance practices related to turnaround,
through-flight and overnight tasks. The course
shall contain mechanical and electrical information
for overall systems comprehension and shall be
designed for line maintenance technicians. The
course duration shall be a maximum of { * } working
days;
d. Line Maintenance Electrical and Avionics Systems
------------------------------------------------
This course shall emphasize routine line
maintenance practices related to turnaround,
through-flight and overnight tasks. The course
shall contain electrical and avionics information
and shall be designed for line maintenance
technicians. The course duration shall be a maximum
of { * } working days; and
e. Ground Handling Course
----------------------
This course shall provide ramp service personnel
with training to be able to tow and park Aircraft
and perform routine ramp servicing tasks. Such
training shall be conducted in class and by
demonstration on Buyer's Aircraft after Delivery
Date. The course duration shall be a maximum of
{ * } working days.
4.3.3 Vendor Training
---------------
If requested by Buyer, XXXX shall assist Buyer to obtain
at Buyer's cost and expense Vendor maintenance training
for overhaul of major components.
-H26-
89
4.3.4 Training Aids and Materials
---------------------------
XXXX shall provide to Buyer a list of training aids and
materials used to conduct BRAD's standard training as
detailed above. Revision for such training aids shall be
through delivery of the last Aircraft purchased herein,
{ * }.
4.3.5 Specialist Courses
------------------
At Buyer's request, XXXX shall make a proposal for
specialist courses which may be derived from BRAD's
standard courses.
4.3.6 Recurrent Training
------------------
At Buyer's request and expense, XXXX shall provide to
Buyer DOT or FAA approved training for maintenance
recurrent training designed for Buyer's maintenance
personnel which will have received the training as
identified in Article 4.3.2 hereof. The recurrent training
will be provided through delivery of the last Firm
Aircraft purchased herein, { * }.
4.4 General Familiarization Course
------------------------------
4.4.1 At Buyer's request and expense, XXXX shall assist in
arranging a General Familiarization course. The course
shall generally describe the Aircraft, its maintenance and
support requirements. This course is designed for Buyer's
facilities planning, parts provisioning and aircraft
management personnel. The course duration shall be for a
maximum of { * } working days.
-H27-
90
ARTICLE 5 - HOLD HARMLESS AND INSURANCE
---------------------------------------
5.1 HOLD HARMLESS
-------------
5.1.1 NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY,
THE BUYER AGREES TO RELEASE, INDEMNIFY AND HOLD HARMLESS XXXX, ITS
SUBSIDIARIES, AFFILIATES, CAE ELECTRONICS LTD. AND THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS ("THE INDEMNIFIED
PARTIES') FROM AND AGAINST ALL LOSS, COST, DAMAGE, EXPENSE, OR
LIABILITY WHATSOEVER BY REASON OF PERSONAL INJURY (INCLUDING DEATH),
OTHER THAN INJURY OR DEATH TO AN INDEMNIFIED PARTY, OR LOSS OF OR
DAMAGE TO PROPERTY (INCLUDING LOSS OF OR DAMAGE TO THE AIRCRAFT),
OTHER THAN PROPERTY OF AN INDEMNIFIED PARTY, SUSTAINED BY ANY
PERSON(S), (INCLUDING BUT NOT LIMITED TO ANY OF BUYER'S DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS), DIRECTLY OR INDIRECTLY DUE TO OR
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE BY THE
INDEMNIFIED PARTIES OF SERVICES (BUT EXCLUDING MAINTENANCE PERFORMED)
PURSUANT TO SECTIONS 1.1, 1.2, 1.3, AND 4.3 OF THIS EXHIBIT H AND
WHETHER OR NOT DUE TO THE ACTUAL OR IMPUTED NEGLIGENCE OF THE
INDEMNIFIED PARTIES. THIS INDEMNITY SHALL NOT APPLY TO LEGAL
LIABILITY TO PERSONS OR PARTIES ARISING OUT OF AN ACCIDENT CAUSED BY
A DEFECT IN THE DESIGN OR MANUFACTURE OF THE AIRCRAFT.
5.1.2 XXXX HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD
HARMLESS BUYER, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS FROM AND
AGAINST ALL LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES
FOR INJURY TO OR DEATH OF ANY DIRECTORS, OFFICERS, AGENTS AND
EMPLOYEES OF XXXX, ITS SUBSIDIARIES OR AFFILIATES ARISING DIRECTLY OR
INDIRECTLY OUT OF OR IN CONNECTION WITH ANY SERVICES PROVIDED UNDER
SECTIONS 1 AND 4 OF THIS EXHIBIT H.
-H28-
91
5.2 Insurance
At all times during flight training with XXXX pilots in the Aircraft
after delivery, Buyer shall secure and maintain in effect, at its own
expense, a liability insurance policy covering public liability,
passenger, crew, property and cargo damage in amounts not less than
{ * } for any single occurrence. The Buyer's liability policy shall
name XXXX (and its affiliates) as additional insured.
In addition, with respect to Buyer's hull insurance policy, Buyer
shall cause the hull insurance carrier to waive all rights of
subrogation against XXXX.
5.3 DISCLAIMER
THE OBLIGATIONS, DUTIES AND LIABILITIES ON THE PART OF XXXX UNDER
THIS EXHIBIT H ARE EXCLUSIVE AND IN LIEU OF AND ARE ACCEPTED BY BUYER
AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER CONDITIONS,
REPRESENTATIONS, WARRANTIES, OBLIGATIONS, DUTIES AND LIABILITIES ON
THE PART OF XXXX EXPRESS OR IMPLIED REGARDING CUSTOMER SUPPORT
SERVICES ARISING BY LAW IN CONTRACT IN TORT OR OTHERWISE BY REASON OF
THE SERVICES, SPARE PARTS, GSE, TOOLS, TEST EQUIPMENT, TECHNICAL DATA
OR TRAINING DELIVERED OR RENDERED HEREUNDER.
5.4 ACKNOWLEDGEMENT
BUYER AND XXXX STATE AND AGREE THAT THIS EXHIBIT H, INCLUDING BUT NOT
LIMITED TO THIS ARTICLE 5, HAS BEEN THE SUBJECT OF DISCUSSION AND
NEGOTIATION AND IS FULLY UNDERSTOOD BY THE PARTIES HERETO AND THAT
THE PRICE OF THE AIRCRAFT AND THE OTHER MUTUAL AGREEMENTS OF THE
PARTIES SET FORTH IN THIS EXHIBIT H AND THE AGREEMENT WERE ARRIVED AT
IN CONSIDERATION OF THE PROVISIONS CONTAINED IN THIS ARTICLE 5.
-H29-
92
ARTICLE 6 - GENERAL
-------------------
6.1 Definitions
-----------
Unles otherwise expressly defined herein, the terms used in this Exhibit
shall have the same meaning as given to them in the Agreement.
6.2 Price
-----
The Airlines Services described in this Exhibit are provided by XXXX in
consideration of the purchase and payment by Buyer for the Aircraft
described in the Agreement and unless otherwise expressly provided herein
the prices of the Customer Support Services are included in the Base Price
described in Article 4 of the Agreement.
6.3 Assignment
----------
The terms and conditions of this Exhibit H are personal to Buyer and are
subject to the provisions of Article 129 of the Agreement.
6.4 Provision of Information
------------------------
Buyer agrees that the quality and reliability of BRAD's services provided
hereunder is dependent upon the quality and reliability of the relevant
data and information provided by Buyer regarding the operation,
maintenance and performance of the Aircraft.
6.5 Vendor Support
--------------
The Customer Support Services described in this Exhibit exclude Vendor
Parts, but XXXX has made or shall make reasonable efforts to obtain from
Vendors services in support of Vendor Parts, all as set forth herein.
-H30-
93
EXHIBIT H
ANNEX A
LIST OF TECHNICAL DATA
----------------------
ITEM
1 DOC DOCUMENT
Title of Technical Data provided.
2 CONFIG CONFIGURATION
G = Contains data common to all
aircraft of the same type (Generic).
O.S.C.
3 MEDIUM Buyer selects one of the following media
specified in the table:
1 = Print two sides
2 = Microfilm
3 = Print on side
4 = Laminated Cardboard
5 = { * }
4 REVISION Y = Periodic revision service applies
N = Revision service not applicable
S = Revised as required by XXXX
5 QUANTITY
(Number) = Quantity per the Agreement
(Number) PER = Quantity per Aircraft
6 DELIVERY
ADT = At time of the Delivery Date of
the first Aircraft.
PTD = Prior to the Delivery Date of
each or the first Aircraft
(as applicable).
STA = Subject to availability
-HA1-
94
7 ATA Y = Document is per ATA
Specification 100, Revision 26.
N = Document is to BRAD's existing
commercial practices. With the
delivery of the first Aircraft,
XXXX will provide to Buyer at no
additional charge on set of the
technical manuals listed below:
{ * }
-HA2-
95
NOTE 1 : REVISION SERVICE
A. Revision services shall only be available for { * } following the
Delivery Date of Buyer's first Aircraft. Subsequent revision
service shall be provided dependent upon incorporation of
XXXX issued Service Bulletins.
B. Revisions to the Technical Data to reflect the Aircraft at
Delivery Date shall be provided to Buyer within [ * ] following the
Delivery Date of each of the Aircraft, respectively.
C. Provided the revision service is being supplied under the terms of
this Agreement or by subsequent purchase order, XXXX shall
incorporate in the applicable documents all applicable XXXX
originated Service Bulletins in a regular revision following formal
notification by Buyer that such Service Bulletins shall be
accomplished on the Buyer's Aircraft. The manuals shall then
contain both original and revised configuration until Buyer advises
XXXX in writing that one configuration is no longer required.
D. [ * ]
E. The [ * ] shall include a [ * ] per copy at no additional charge to
Buyer.
NOTE 2 : SERVICE BULLETINS
Aperture cards of the service drawing(s)
will be provided in lieu of drawings when
practical.
NOTE 3 : MAINTENANCE PROGRAM DOCUMENT
This manual provides the basis for Buyer's initial maintenance
program.
-HA3-
96
NOTE 4 : AIRCRAFT CHARACTERISTICS FOR AIRPORT PLANNING
This manual contains data on Aircraft ground maneuver
and handling.
NOTE 5 : ON-BOARD WIRING DIAGRAM BOOK
This book contains wiring diagrams for interim
reference until the Wiring Diagram Manual is revised to
reflect the Aircraft at the Delivery Date.
NOTE 6 : PASSENGER INFORMATION CARDS
XXXX will provide [ * ] reproductible electronic
master for the preparation of passenger information
cards. For an additional cost, subject to negotiation,
XXXX will provide full colour laminated passenger
information cards in quantities required.
-HA4-
97
EXHIBIT J
WARRANTY AND SERVICE LIFE POLICY
--------------------------------
-J1-
98
EXHIBIT J
WARRANTY AND SERVICE LIFE POLICY
ARTICLE 1 - CANADAIR WARRANTY
-----------------------------
1.1 Warranty
1.2 Warranty Period
1.3 Repair, Replacement or Rework
1.4 Claims Information
1.5 BRAD's Approval
1.6 Timely Corrections
1.7 Labour Reimbursement
1.8 Field Repair Team
1.9 Approval, Audit, Transportation and Waiver
1.10 Limitations
1.11 Normal Usage
1.12 Overhaul of Warranty Parts
1.13 No Fault Found
ARTICLE 2 - VENDOR WARRANTIES
-----------------------------
2.1 Warranties from Vendors
2.2 Vendor Backstop
2.3 BRAD's Interface Commitment
ARTICLE 3 - SERVICE LIFE POLICY
-------------------------------
3.1 Applicability
3.2 Term
3.3 Price
3.4 Conditions and Limitations
3.5 Coverage
3.6 Assignment
3.7 Covered Component
ARTICLE 4 - GENERAL
-------------------
ANNEX A - Covered Components
-J2-
99
EXHIBIT J
WARRANTY AND SERVICE LIFE POLICY
This Exhibit J contains the terms and conditions applicable to the warranty (the
"Warranty") and service life policy (the "SLP") to which reference is made in
Article 13 of the Agreement to which this Exhibit is attached.
ARTICLE 1 - WARRANTY
--------------------
1.1 Warranty
--------
1.1.1 Subject to Article 2 hereof, XXXX warrants that, at the
Delivery Date:
a. the Aircraft shall conform to the Specification,
except that any matter stated in the Specification
as type characteristics, estimates or
approximations is excluded from this Warranty; and
b. the Aircraft shall be free from defects caused by
the failure of XXXX to install a Vendor Part or
Power Plant Part in accordance with the reasonable
instructions of the Vendor or the Power Plant
manufacturer;
c. the XXXX Parts shall be free from defects in
material or workmanship; and
d. the XXXX Parts shall be free from defects in the
design, having regard to the state of the art as of
the date of such design.
1.1.2 The Warranty set forth in Article 1.1.1 c and d. above
shall also be applicable to XXXX Parts purchased as spare
parts.
-J3-
100
1.1.3 XXXX further warrants that, at the time of delivery of the
Technical Data delivered by XXXX, the Technical Data
pursuant to the provisions of the Customer Support
Services (Exhibit H) shall be free from errors.
1.2 Warranty Period
---------------
The Warranty set forth in Article 1.1 shall remain in effect
for any defect covered by said Warranty (a "Defect")
becoming apparent during the following periods (the
"Warranty Period"):
a. for failure to conform to the Specification and in
the installation referred to in subarticle 1.1.1 a.
and 1.1.1 b [ * ] from the Delivery Date;
b. for those Defects in material or workmanship and
spare parts referred to in subarticles 1.1.1 c and
1.1.2, [ * ] from the Delivery Date;
c. for those Defects in design referred to in
subarticles 1.1.1 d., [ * ] from the Delivery Date;
and
d. for those errors referred to in subarticle 1.1.3,
[ * ] from the date of delivery of the applicable
Technical Data.
*Material designated by asterisk on pages J4-J6,
J10-J12 and J17.
-J4-
101
1.3 Repair, Replacement or Rework
-----------------------------
As to each matter covered by this Warranty, BRAD's sole obligation and
liability under this Warranty is expressly limited to, at BRAD's
election, correction by the repair, replacement or rework of any
defective XXXX Part or item of Technical Data having given due
consideration to any previous repair, replacement or rework XXXX might
have already undertaken on behalf of Buyer. The repaired, replaced or
reworked XXXX Part or item of Technical Data which is the subject of
the Warranty claim shall then be warranted under the same terms and
conditions for the then unexpired portion of the Warranty Period or
[ * ], whichever is greater.
1.4 Claims Information
------------------
1.4.1 BRAD's obligations hereunder are subject to a Warranty
claim to be submitted in writing to BRAD's Warranty
administrator and which shall include but not be limited
to the following information:
a. the identity of the XXXX Part involved, including
the XXXX Part number, nomenclature and the quantity
claimed to be defective;
b. the identity of the Aircraft from which the XXXX
Part was removed;
c. the date the claimed Defect in the XXXX Part became
apparent to Buyer;
d. the total flight hours (and cycles if applicable)
accrued on the XXXX Part at the time the claimed
Defect became apparent to Buyer; and
e. a description of the claimed Defect and the
circumstances pertaining thereto.
-J5-
102
Buyer shall not be denied the benefits of the warranty if,
in the event Buyer has failed to provide the above
information, Buyer corrects its failure within a mutually
acceptable period.
1.5 BRAD's Approval
---------------
Within ten (10) working days following receipt of Buyer's Warranty
claim for a Defect accompanied by Buyer's request for permission to
correct a Defect, XXXX shall notify Buyer of its decision to the
request. Approval under this paragraph shall not constitute a
determination as to the existence of a Defect as described in paragraph
1 above.
1.6 Timely Corrections
------------------
XXXX shall make the repair, replacement or rework, following receipt of
the defective XXXX Part, with reasonable care and dispatch. If during
this corrective action an AOG or Critical requirement is identified,
XXXX will provide a loan part to the Buyer.
1.7 Labour Reimbursement
--------------------
For correction of Defects, XXXX shall establish a reasonable
estimate for the labour hours required for the repair,
replacement or rework of the defective XXXX Part. Buyer and
XXXX shall mutually agree on reasonable estimates. If the
repair, replacement or rework is performed by Buyer, XXXX
shall reimburse Buyer for XXXX estimated hours or for Buyer's
actual labour hours, whichever is less, for the repair,
replacement or rework of the defective XXXX Part. Such
reimbursement shall be based [ * ] subject to annual review
and adjustment of such labour rate as mutually agreed;
provided, however, that this amount shall not exceed [ * ] of
the XXXX selling labour rate of [ * ] expressed in [ * ]
dollars, [ * ] in accordance with the formula attached as
Exhibit B.
-J6-
103
1.8 Field Repair Team
-----------------
XXXX, if requested by Buyer, will dispatch a field repair team to
assist Buyer to evaluate the corrective action or repair required to an
Aircraft or XXXX Part found to be defective.
1.9 Approval, Audit, Transportation and Waiver
------------------------------------------
Further to BRAD's approval pursuant to Article 1.5 herein, all Warranty
claims shall be subject to audit and approval by XXXX. XXXX will use
reasonable efforts to advise in writing the disposition of Buyer's
Warranty claim within thirty (30) days (subject to the provisions of
Article 1.10.1) following the receipt of the claim and (if requested)
return of the defective XXXX Part to BRAD's designated facility. XXXX
shall notify Buyer of BRAD's disposition of each claim. The
transportation cost for the return (if necessary) and the replacement
of the defective XXXX Part shall be borne by XXXX. Buyer agrees to use
reasonable efforts to ship the defective XXXX Part via COMAT on Buyer
airline closest destination to BRAD's designated facility.
1.10 Limitations
-----------
1.10.1 XXXX shall be relieved of and shall have no obligation or
liability under this Warranty if:
a. the Aircraft was operated with any products or
parts not specifically approved by XXXX, unless
Buyer furnishes reasonable evidence acceptable to
XXXX that such products or parts were not a cause
of the Defect; or
-J7-
104
b. the Aircraft was not operated or maintained in
accordance with the Technical Data listed in
Article 3 of Exhibit H and the manufacturer's
documentation furnished to Buyer (including Alert
Service Bulletins and Airworthiness Directives and
any Service Bulletins incorporated by Buyer) unless
Buyer furnishes reasonable evidence acceptable to
XXXX that such operation or maintenance was not a
cause of the Defect; or
c. the Aircraft was not operated under normal
commercial air transport service, unless Buyer
furnishes reasonable evidence acceptable to XXXX
that such operation was not a cause of the Defect;
or
d. Buyer does not
1) report the Defect in writing to BRAD's
Warranty administrator within thirty (30)
calendar days following such Defect becoming
apparent, and
2) retain the XXXX Part claimed to be defective
until advised by XXXX to return such XXXX
Part to BRAD's designated facility in order
for XXXX to finalize its evaluation of the
Warranty claim or to otherwise dispose of
such XXXX Part; or
e. Buyer does not submit reasonable proof to XXXX
within sixty (60) calendar days after the Defect
becomes apparent that the Defect is due to a matter
covered within this Warranty; or
f. Buyer does not allow XXXX reasonable opportunity to
be present during the disassembly and inspection of
the XXXX Part claimed to be defective.
-J8-
105
1.11 Normal Usage
------------
Normal wear and tear and the need for maintenance and overhaul as
defined in the initial Maintenance Review Board shall not constitute a
Defect or failure under this Warranty.
1.12 Overhaul of Warranty Parts
--------------------------
BRAD's liability for a XXXX Part which has a Defect and is overhauled
by Buyer within the Warranty Period shall be limited only to that
portion of the labour and material replacement related to the Defect.
1.13 No Fault Found
--------------
In the event that a XXXX Part returned under a Warranty claim is
subsequently established to be serviceable, then XXXX shall be entitled
to charge and recover from Buyer any reasonable costs incurred by XXXX
in connection with such Warranty claim. Providing however, in the event
that repetitive in-service failure occurs on the particular XXXX Part
which is subsequently identified by XXXX on a repeated basis to be 'no
fault found', then XXXX and Buyer shall discuss and mutually agree on a
course of further action to help identify the problem. In the event the
fault is ultimately confirmed to be a legitimate Warranty claim then
the above-mentioned costs incurred by XXXX and charged to Buyer shall
be waived if not yet paid, or reimbursed if paid.
-J9-
106
ARTICLE 2 - VENDOR WARRANTIES FROM OTHER MANUFACTURERS
------------------------------------------------------
2.1 Warranties from Vendors
-----------------------
The Warranty provisions of this Exhibit do not apply to Vendor Parts.
However, XXXX has made or shall make reasonable efforts to obtain
favorable warranties from Vendors, with respect to Vendor Parts. Except
as specifically provided under this Article 2, XXXX shall have no
liability or responsibility for any such Vendor Parts and the
warranties to those Vendor Parts shall be the responsibility of the
Vendor and a matter between Buyer and Vendor.
2.2
*CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION*
-J10-
107
2.3 BRAD's Interface Commitment
---------------------------
In the event of a dispute in the application of a Vendor Part warranty,
at Buyer's request to BRAD's Warranty administrator, XXXX shall,
without charge, conduct an investigation and analysis of any such
dispute resulting from a technical interface problem to determine, if
possible, the cause of the interface problem and then recommend
feasible corrective action. Buyer shall furnish to XXXX all data and
information in Buyer's possession relevant to the interface problem and
shall cooperate with XXXX in the conduct of its investigation and such
tests as may be required. XXXX, at the conclusion of its investigation,
shall advise Buyer in writing of BRAD's opinion as to the cause of the
problem and BRAD's recommended corrective action.
ARTICLE 3 - SERVICE LIFE POLICY
-------------------------------
3.1 Applicability
-------------
The Service Life Policy ("SLP") described in this Article 3 shall apply
to failures which occur in any Covered Component which is defined in
Article 3.7 below.
3.2 Term
----
3.2.1 *CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION*
-J11-
108
3.3 Price
*CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION*
-J12-
109
3.4 Conditions and Limitations
--------------------------
3.4.1 The following general conditions and limitations shall
apply to this SLP:
a. the transportation cost for the return, if
practicable, of any failed Covered Component
necessary for failure investigation or redesigning
studies shall be borne by XXXX. Buyer agrees to use
reasonable efforts to ship the Covered Component
via COMAT on Buyer airline destination closest to
BRAD's designated facility;
b. BRAD's obligations under this SLP are conditional
upon the submission of reasonable proof acceptable
to XXXX that the failure is covered hereby;
c. Buyer shall report any failure of a Covered
Component in writing to BRAD's Warranty
administrator within two (2) months after such
failure becomes evident, whether or not such
failure can reasonably be expected to occur in any
other Model CL-600-2B19 aircraft;
d. the provisions of Article 1.10 of the Warranty
(except for subparagraphs d. and e. thereof) are
incorporated by this reference and shall condition
BRAD's obligations under this SLP with respect to
any Covered Component;
-J13-
110
e. BRAD's obligations under this SLP shall not apply
to any Aircraft which has not been correctly
modified in accordance with the specifications or
instructions contained in the relevant Service
Bulletins which are furnished to Buyer prior to
receipt by XXXX from Buyer of any notice of an
occurrence which constitutes, or which at a later
date is shown to constitute, a failure in a Covered
Component. The provisions of this subparagraph
shall not apply in the event that Buyer furnishes
reasonable evidence acceptable to XXXX that such
failure was not caused by Buyer's failure to so
modify the Aircraft;
f. this SLP shall not apply to a Covered Component
where the failure results from an accident, abuse,
misuse, degradation, negligence or wrongful act or
omission, unauthorized repair or modification
adversely affecting a Covered Component, impact or
foreign object damage to any Covered Component.
3.5 Coverage
--------
This SLP is neither a warranty, performance guarantee nor an agreement
to modify the Aircraft to conform to new developments in design and
manufacturing art. BRAD's obligation is only to provide correction
instructions to correct a Covered Component or furnish replacement at a
reduced price as provided in this SLP.
3.6 Assignment
----------
The terms and conditions of this Exhibit J are personal to Buyer and
are subject to the provisions of Article 19 of the Agreement.
-J14-
111
3.7 Covered Component
-----------------
Only those items or part thereof listed in Annex A to this Exhibit J
shall be deemed to be a Covered Component, and subject to the
provisions of this SLP.
ARTICLE 4 - GENERAL
-------------------
4.1 It is agreed that XXXX shall not be obligated to provide to Buyer any
remedy which is a duplicate of any other remedy which has been provided
to Buyer under any other part of this Exhibit.
4.2 THE WARRANTY AND SERVICE LIFE POLICY PROVIDED IN THIS EXHIBIT J AND THE
OBLIGATIONS AND LIABILITIES ON THE PART OF XXXX UNDER THE AFORESAID
WARRANTY AND SERVICE LIFE POLICY ARE ACCEPTED BY BUYER TO BE EXCLUSIVE
AND IN LIEU OF, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES TO ALL
OTHER REMEDIES, WARRANTIES, GUARANTEES, OBLIGATIONS, REPRESENTATIONS OR
LIABILITIES, EXPRESS OR IMPLIED, WITH RESPECT TO EACH AIRCRAFT, OR PART
THEREOF, PRODUCT, DOCUMENT AND SERVICE DELIVERED OR PROVIDED UNDER THIS
EXHIBIT OR THE AGREEMENT, ARISING IN FACT, CONTRACT, LAW, TORT
(INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE) STRICT PRODUCT
LIABILITY OR OTHERWISE INCLUDING, WITHOUT LIMITATION,
A. ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OR ANY
IMPLIED CONDITION;
B. ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE
OF DEALING OR USAGE OF TRADE;
C. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT
WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF XXXX (WHETHER
ACTIVE, PASSIVE OR IMPUTED), BY REASON OF THE DESIGN,
MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE AIRCRAFT OR
PRODUCT AND SERVICES DELIVERED HEREUNDER; AND
D. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR
DAMAGE TO ANY AIRCRAFT, ANY XXXX PARTS, ANY VENDOR PARTS, ANY
SPARE PARTS OR ANY TECHNICAL DATA.
-J15-
112
4.3 XXXX SHALL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT
(INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED
NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, FOR LOSS OF USE,
REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE LOSSES OR DAMAGES WITH RESPECT TO ANY AIRCRAFT, ANY XXXX
PARTS, ANY VENDOR PARTS, ANY SPARE PARTS OR ANY TECHNICAL DATA.
4.4 BUYER AND XXXX STATE AND AGREE THAT THIS EXHIBIT J, INCLUDING BUT NOT
LIMITED TO ARTICLE 4.2 AND 4.3 ABOVE, HAVE BEEN THE SUBJECT OF
DISCUSSION AND NEGOTIATION AND ARE FULLY UNDERSTOOD BY THE PARTIES
HERETO AND THAT THE PRICE OF THE AIRCRAFT AND THE OTHER MUTUAL
AGREEMENTS OF THE PARTIES SET FORTH IN THIS EXHIBIT AND IN THE
AGREEMENT WERE ARRIVED AT IN CONSIDERATION OF THE PROVISIONS CONTAINED
IN THIS ARTICLE 4.
-J16-
113
EXHIBIT J
ANNEX A
COVERED COMPONENTS
*CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION*
-J17-
114
EXHIBIT K
We, Bombardier Inc. (represented by our Bombardier Regional Aircraft Division
(XXXX)) hereby acknowledge that, as per the Agreement between Buyer and XXXX,
some payments more specifically referred to in Exhibit C, Article 2 thereof, are
to be made in [ * ] to Aircraft deliveries.
*CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION*
K-1
115
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 01 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
Subject: Financing - Aircraft 1 to 30 Inclusive
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE COMMISSION
4.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President Finance
-J18-
116
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 02 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
4.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX.
5.0 This Letter Agreement constitutes an integral part of the Agreement and
subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
117
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 03 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
2.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
118
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 04 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
2.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
119
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 05 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
120
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 06 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
SUBJECT: OPTION AIRCRAFT
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
6.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contract
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
121
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 07 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
5.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX.
6.0 This Letter Agreement constitutes an integral part of the Agreement and
subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
122
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 08 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
2.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
123
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 09 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
2.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
124
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 10 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
125
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 11 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
5.0 This Letter of Agreement constitutes an integral part of the Agreement
and is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
126
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 12 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
2.0 This Letter of Agreement constitutes an integral part of the Agreement
and is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
127
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 13 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
128
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 14 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
6.0 This Letter of Agreement constitutes an integral part of the Agreement
and is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
129
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 15 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
SUBJECT: TAXES & DUTIES
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
3.0 This Letter of Agreement constitutes an integral part of the Agreement
and is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
130
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 16 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
6.0 This Letter of Agreement constitutes an integral part of the Agreement
and is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregone correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
131
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 17 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
7.0 This Letter of Agreement constitutes an integral part of the Agreement
and is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregone correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
132
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 18 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
2.0 This Letter of Agreement constitutes an integral part of the Agreement
and is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregone correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
133
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 19 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
4.0 This Letter of Agreement constitutes an integral part of the Agreement
and is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregone correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
134
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 20 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
4.0 This Letter of Agreement constitutes an integral part of the Agreement
and is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregone correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
135
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 21 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILES
SEPARATELY WITH THE COMMISSION
4.0 This Letter of Agreement constitutes an integral part of the Agreement
and is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregone correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
136
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 22 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
5.0 This Letter of Agreement constitutes an integral part of the Agreement
and is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregone correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
137
November 17, 1997
Comair, Inc.
Greater Cincinnati International Airport
P.O. 75021
Xxxxxxxxxx, Xxxx
XXX, 00000
Dear Sirs,
LETTER AGREEMENT NO. 23 TO PURCHASE AGREEMENT NO. 0392 (THE "AGREEMENT") BETWEEN
BOMBARDIER INC. ("XXXX") AND COMAIR, INC. ("BUYER") RELATING TO THE PURCHASE OF
THIRTY (30) CANADAIR REGIONAL JET AIRCRAFT (THE "AIRCRAFT").
CONFIDENTIAL INFORMATION APPEARING HERE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
2.0 This Letter of Agreement constitutes an integral part of the Agreement
and is subject to the terms and conditions contained therein.
When there is any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms contained herein, then
this Letter Agreement shall prevail.
If the foregone correctly sets forth your understanding of our agreement with
respect to the above matters, please indicate your acceptance and agreement
below.
Yours very truly,
BOMBARDIER INC.
/s/ Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
Director, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted:
this 24th day of November, 1997
COMAIR, INC.
/s/ Xxxxx Xxxxxxxxxx
--------------------
Xxxxx Xxxxxxxxxx
Senior Vice President, Finance
-K1-
