October 1, 1999
Mr. Xxxxxxx Xxxxxxxx
Director
Skyplan Services Limited
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Dear Xxxxxxx:
Re: Forbearance and Continued Service
Skyplan Services Limited (the "Debtor") is currently indebted to Navtech Systems
Support Inc. ("Navtech") in the approximate amount of $95,000.00 (the
"Arrears"), which amount has accumulated due to a failure to pay fees for
services and licensing. This letter is intended to form a legally binding
agreement upon execution by Xxxxxx. This agreement shall govern the conditions
under which Navtech will refrain from taking legal action for the collection of
the Arrears, and setting forth the terms and conditions under which Navtech will
continue to provide services.
1. Forbearance
On the first day of each calendar month for the next ensuing 24
consecutive months beginning November 1, 1999, the Debtor shall pay
$3,958.33, without interest, and so long as such payments are made on
time, the Arrears shall have been fully repaid at the end of the 24
month period. Further, immediately upon execution of this Agreement,
the Debtor will grant a promissory note (the "Promissory Note") for the
amount of the Arrears, and a security interest in all rights of the
Debtor in and to Navtech Operations Support Software, systems, products
and services, (including without limitation the Navtech Master Products
& Services Agreement No. 94-05 (the "Agreement")), by way of a security
agreement (the "Security Agreement") in form satisfactory to Navtech,
acting reasonably, which security interest shall secure the repayment
of the Arrears, and which may be registered by Navtech at applicable
registries. So long as the Debtor continues to make the aforementioned
monthly payments on time, (a) Navtech shall not take any action to
enforce its security or collect the Arrears, and will not demand
repayment of the Promissory Note; and (b) the Agreement will be
considered to be in good standing in the name of the Debtor as
licensee. The Agreement will be assignable by the Debtor to Skyplan
International Inc. in accordance with the terms of the Security
Agreement.
2. Performance of Services
For the next ensuing 6 calendar months beginning October 1, 1999,
Navtech shall continue to provide the services referred to in Schedule
"A" attached hereto (hereinafter referred to as the "Services"), so
long as the Debtor has paid the monthly fee for such Services at the
beginning of each month, in advance, equal to $7,100.00 plus GST.
Certain additional services may be provided for an additional hourly
fee, all of which additional fees shall be payable at the end of each
month in which such additional services are provided.
3. Termination
All of the covenants and obligations of Navtech under this Agreement
shall terminate immediately upon the failure of the Debtor to comply
with any of the terms of this Agreement, or upon the occurrence of an
Act of Insolvency.
4. Act of Insolvency
An Act of Insolvency shall be deemed to have occurred in the event that
any of the following occur in relation to the Debtor:
(a) a receiver or a receiver manager is appointed over its affairs,
or a receiving order in bankruptcy is granted or the Debtor makes
an assignment for the benefit of its creditors or files for
protection from its creditors under applicable insolvency
legislation;
(b) any of its assets are seized or attached by a creditor pursuant
to a judgment or security agreement or security interest, and
such action is not disputed by the Debtor, acting bona fide;
(c) the Debtor is dissolved, wound-up or liquidated, or discontinues
carrying on its business as now conducted in the ordinary course.
5. Further Assurances
Each party to this Agreement covenants and agrees that, from time to
time it will at the request and expense of the requesting party,
execute and deliver all such documents, including, without limitation,
all such additional conveyance, transfers, consents and other
assurances and do all such other acts and things as any other party
hereto, acting reasonably, may from time to time request be executed or
done in order to better evidence or perfect or effectuate any provision
of this Agreement or of any agreement or other document executed
pursuant to this Agreement or any of the respective obligations
intended to be created hereby or thereby.
6. Binding Agreement
This Agreement, if accepted by the Shareholder, shall constitute a
legally binding agreement in accordance with the terms hereof.
7. Jurisdiction
This Agreement shall be governed by and construed in accordance with
the laws of the Province of Alberta, and the parties hereby irrevocably
attorn to the exclusive jurisdiction of the courts of that province.
8. Counterparts
This Agreement may be executed in separate counterparts each of which
shall be an original and all of which shall constitute one and the same
agreement.
9. Notices
Any notices to be provided by this Agreement may be mailed, delivered,
or forwarded by facsimile. If to the Debtor, the address is as follows:
Xx. Xxxxxx Xxxx
President
Skyplan Services Limited
0000 Xxxxxxxx Xxxx
Xxxxxxx, XX, X0X 0X0
Fax: (000) 000-0000
If to Navtech, the address is as follows:
Mr. Xxxxxx Xxxxxxxxx
Chief Executive Officer
Navtech Systems Support Inc.
000 Xxxxxxxx Xxxxxx X.
Xxxxx 000
Xxxxxxxx, XX, X0X 0X0
Fax: (000) 000-0000
10. Time of the Essence
Time shall in all respects be of the essence.
Yours truly,
NAVTECH SYSTEMS SUPPORT INC.
/s/ Xxxxxx Xxxxxxxxx
---------------------------
Per: Xxxxxx Xxxxxxxxx
Title: Chief Executive Officer
For good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, Skyplan Services Limited, by its duly authorized officer,
hereby agrees to the terms and conditions above set forth and by the acceptance
hereof, the foregoing shall constitute a binding agreement between Navtech
Systems Support Inc. and Skyplan Services Limited, as set forth above, this 1st
day of October, 1999.
SKYPLAN SERVICES LIMITED
Per:/s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Xxxxxxx Xxxxxxxx
Director and Officer
Per:/s/ Xxxxxx Xxxx
-----------------------------------------
Xxxxxx Xxxx
President
SCHEDULE "A"
SOFTWARE SUPPORT AND SERVICES
MONTHLY SERVICES
Fee: $7,100.00 plus applicable GST
1. AIRAC DATA UPDATES
Provision of the 28 day AIRAC data differences for airways and waypoints.
2. SIDS/STARS MONTHLY DIFFERENCES
Navtech will provide a datafile that contains the changes in the SIDS and
STARS that have occurred during the month. This file will be created after
the AIRAC 28 day updates have been completed.
