CONTRACT CHANGE ORDER
Exhibit 10.75
CERTAIN
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE SYMBOL “[***]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO
OMITTED.
BUYER: ▇▇▇▇▇▇
AIR, INC. (as assigned by Pinnacle Airlines Corp.)
PURCHASE
AGREEMENT NO.: PA-0604
(the “Agreement”) AIRCRAFT TYPE: Q400
C.C.O.
NO.: 16 DATED: January ____,
2009
PAGES
AFFECTED: 15 PAGE: 1 of 9
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REASON FOR
CHANGE:
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To amend
(A) the Agreement to
delete Letter Agreement No. 02 (Option Aircraft), reflecting Buyer’s
exercise of five (5) Option Aircraft; (B) the Scheduled Delivery
Months of the Sixteenth through Twenty-Fifth Aircraft in Appendix II of the
Agreement (C) Appendix
II to add the Scheduled Delivery Months for the Seventeenth through Thirtieth
Aircraft (D) Appendix
IV-B (Buyer Selected Optional Features) for the Sixteenth through Thirtieth
Aircraft; (E) the Basic
Aircraft Price and the total price of the Buyer Selected Optional Features in
Article 4.2 of the Agreement for the Sixteenth through Thirtieth Aircraft, which
shall be delivered in a NextGen configuration; (F) the notice provisions in
Article 8.2 of the Agreement; (G) the grace period in
Article 13.1 of the Agreement; (H) training course details in
Article 3.2.1 (Flight Crew Ground Training) of Annex A of the Agreement; (I) the credit memorandum
provisions in Letter Agreement No. 01 (Credit Memo) applicable to the Sixteenth
Aircraft and subsequent Aircraft; (J) the Scheduled Delivery
Months of the Reserve Option Aircraft in Article 7.0 of Letter Agreement No. 03
(Reserve Option Aircraft); (K) the application of the
payment terms in Article 1.0 and [***] in Article 2.0 of Letter Agreement No. 04
(Flexibility for Deposits and Cancellation) reflecting Buyer’s confirmation of
its intent to purchase the Sixteenth through Twenty-Fifth Aircraft; and (L) the Agreement to
incorporate Letter Agreement Nos. 18 [***], 19 [***], 20 [***] and 21
(Incremental Option Aircraft) attached hereto as Attachment Nos. 11,
12, 13 and 14, respectively.
AGREEMENT PAGES TO BE
SUBSTITUTED/ADDED: NEW REVISED
PAGES:
Page
3 Attachment No. 1 to CCO
▇▇. ▇▇
▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇ to
CCO No. 16
Appendix
IV-B of the
Agreement Attachment No. 3 to CCO No.
16
Page 5 of
the
Agreement Attachment No. 4 to CCO No.
16
Page 8 of
the
Agreement Attachment No. 5 to CCO No.
16
Page 14
of the
Agreement Attachment No. 6 to
CCO No. 16
Pages 17
and 18 of Annex
A
Attachment No. 7 to CCO
No. 16
Page 1 of
Letter Agreement ▇▇.
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇ to CCO
No. 16
Pages 2
and 3 of Letter Agreement ▇▇.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇ to
CCO No. 16
Page 2 of
Letter Agreement ▇▇.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇ to
CCO No. 16
Letter
Agreement ▇▇.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇ to CCO No. 16
Letter
Agreement ▇▇.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇ to CCO No.
16
Letter
Agreement ▇▇.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇ to
CCO No. 16
Letter
Agreement ▇▇.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇ to CCO No.
16
DESCRIPTION OF
CHANGE:
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1.0
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Subject
to Letter Agreement No. 21 herein, signing of this Contract Change Order
No. 16 by Buyer constitutes Buyer’s written notice of its intention to
purchase the five (5) Option Aircraft set out in Letter Agreement No. 02
(Option Aircraft). Letter Agreement No. 02 is deleted in its
entirety. All terms of the Agreement applicable to the
“Aircraft” shall apply to the five exercised Option Aircraft, including
without limitation Article 1.0 of Letter Agreement No.
04.
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2.0
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All
references to “Twenty-Five” Aircraft shall be deleted and replaced with
“Thirty” Aircraft.
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3.0
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The
Definition of the “Economic Adjustment Formula in Article 1.3 of the
Agreement is deleted and replaced with the
following:
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“‘Economic Adjustment
Formula’ means the economic adjustment formula attached as Appendix
I to reflect economic fluctuations during the period from January 1, 2007
to the Delivery Date provided that no adjustment shall have the effect of
reducing the Aircraft Purchase Price below the Base Price.
[***]
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4.0
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Appendix
II (Delivery Schedule) of the Agreement is deleted and replaced with the
following:
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“Aircraft
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Scheduled Delivery
Month
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First
Aircraft
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[***]
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Second
Aircraft
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[***]
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Third
Aircraft
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[***]
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Fourth
Aircraft
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[***]
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Fifth
Aircraft
|
[***]
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Sixth
Aircraft
|
[***]
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Seventh
Aircraft
|
[***]
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Eighth
Aircraft
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[***]
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Ninth
Aircraft
|
[***]
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Tenth
Aircraft
|
[***]
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Eleventh
Aircraft
|
[***]
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Twelfth
Aircraft
|
[***]
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Thirteenth
Aircraft
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[***]
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Fourteenth
Aircraft
|
[***]
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Fifteenth
Aircraft
|
[***]
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Sixteenth
Aircraft
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[***]
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Seventeenth
Aircraft
|
[***]
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Eighteenth
Aircraft
|
[***]
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Nineteenth
Aircraft
|
[***]
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Twentieth
Aircraft
|
[***]
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Twenty-first
Aircraft
|
[***]
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Twenty-second
Aircraft
|
[***]
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Twenty-third
Aircraft
|
[***]
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Twenty-fourth
Aircraft
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[***]
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Twenty-fifth
Aircraft
|
[***]
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Twenty-sixth
Aircraft
|
[***]
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Twenty-seventh
Aircraft
|
[***]
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Twenty-eighth
Aircraft
|
[***]
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Twenty-ninth
Aircraft
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[***]
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Thirtieth
Aircraft
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[***]”
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5.0
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Appendix
IV-B of the Agreement is deleted and replaced with Appendix IV-B attached
hereto as Attachment No. 3
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6.0
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Article
4.2 of the Agreement is deleted and replaced with the
following:
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“4.2
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(a)
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The
Basic Aircraft Price for each of (i) the First through the Fifteenth
Aircraft is [***]; and (ii) the Sixteenth through the Thirtieth Aircraft
is [***] expressed in January 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Dollars.
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(b)
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The
price for the Buyer Selected Optional Features for each Aircraft (i) under
Appendix IV-A (which applies to the First through the Fifteenth Aircraft)
is [***]; and (ii) under Appendix IV-B (which applies
to the Sixteenth through the Thirtieth Aircraft) is [***], and are listed
in Appendix IV hereto and are expressed in January 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Dollars.
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(c)
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The
Aircraft Base Price (which is the sum of the Basic Aircraft Price and the
applicable Buyer Selected Optional Features, expressed in January 1, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars) for each Aircraft (i) under Appendix IV-A is [***]
and (ii) under Appendix IV-B is
[***].”
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7.0
|
Article
8.2 of the Agreement is deleted and replaced with the
following:
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“8.2
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(a)
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For
Aircraft having a Scheduled Delivery Month prior to October 1, 2008,
Bombardier shall give Buyer at least thirty (30) days advance Notice, of
the projected Readiness Date of each Aircraft for inspection and
delivery.
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(b)
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For
Aircraft having a Scheduled Delivery Month after October 1, 2008,
Bombardier shall give Buyer (i) at least ninety (90) days advance Notice,
of the projected two weeks during which each Aircraft may be made
available for inspection (the “Projected Delivery Period”); and (ii) at
least thirty (30) days advance Notice, of the projected Readiness Date of
each Aircraft for inspection and
delivery.
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In
addition, Bombardier shall give Buyer at least ten (10) working days
advance Notice of the Readiness Date of each
Aircraft.”
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8.0
|
Article
13.1 of the Agreement is deleted and replaced with the
following:
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|
“13.1
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If
delivery of the Aircraft is delayed by causes not addressed under Article
12 (a “Non-Excusable Delay”) or Bombardier otherwise fails to deliver an
Aircraft, Bombardier shall pay Buyer, as liquidated damages and not as a
penalty damages in accordance with this Article
13.
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13.1.1
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For
Aircraft having a Scheduled Delivery Month prior to October 1, 2008, the
amount of liquidated damages shall be [***] for each day of Non-Excusable
Delay in excess of a grace period of thirty (30) days, subject to a
maximum of [***] for any such delayed Aircraft.
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13.1.2
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For
Aircraft having a Scheduled Delivery Month after October 1, 2008, the
amount of liquidated damages shall be [***] for each day of Non-Excusable
Delay in excess of a grace period of fifteen (15) days, subject to a
maximum of [***] for any such delayed Aircraft. The fifteen-
(15-) day grace period described herein shall commence the day after the
last day [***] of the Scheduled Delivery Month, whichever
occurs first.
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The
Buyer acknowledges that the foregoing amounts of liquidated damages are
reasonable in light of the circumstances of this
Agreement.”
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9.0
|
Article
3.2.1 of Annex A of the Agreement is deleted in its entirety and replaced
with the following:
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“3.2.1
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Flight Crew Ground
Training
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Bombardier
shall, with each Aircraft delivered, provide TC or FAA approved pilot
initial training for up to [***] pilots who meet the minimum entry
requirements.
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(a)
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Each
standard course for each of the First through the Fifteenth Aircraft
delivered, shall consist of up to [***] hours of classroom instruction,
which may include Computer Based Training (CBT) and the following Systems
Integration Training: Electronic Flight Instrument Training (EFIS),
Cockpit Procedures Mock-up (CPM) and Cockpit Procedures Training
(CPT). This will be followed by [***] training sessions and
[***] check ride session in a TC or FAA approved flight simulator at
Flight Safety Canada for each crew trained. Each session
consist of [***] hours in the simulator and required briefing/debriefing
sessions per crew trained. Bombardier shall furnish each of
Buyer’s pilots attending the course [***] copy of the Pilot Training
Manuals (without revision service). The Pilot Training Manuals
include the following: Flight Crew Operating Manuals (FCOM) Volumes I, II
& III, Quick Reference Handbook (QRH), Take Off and Landing Card
(TOLD) and cockpit poster.
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(b)
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For
each of the Sixteenth through the Thirtieth Aircraft
delivered
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(i)
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Each
standard course shall consist of up to [***] hours of classroom
instruction (as per the Buyer’s current approved syllabus), which may
include Computer Based Training (CBT) and the following Systems
Integration Training: Electronic Flight Instrument Training (EFIS),
Cockpit Procedures Mock-up (CPM), and Cockpit Procedures Training (CPT).
This will be followed by [***] training sessions, [***] LOFT session and
[***] check ride session in an FAA approved flight simulator at Flight
Safety Canada or other Flight Safety locations as agreed to by both
parties for each crew trained.
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(ii)
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Each
training session and LOFT session shall consist of [***] hours in the
simulator and any required briefing/debriefing sessions per crew trained.
The check ride will include provision for an Oral exam, Walkaround (CBT or
Classroom based) and a simulator session to meet the Buyer’s approved
check ride profile. Bombardier shall furnish each of Buyer's pilots
attending the course with [***] copy of the Pilot Training Manuals
(without revision service). The Pilot Training Manuals include
the following: Flight Crew Operating Manuals (FCOM) Volumes I, II &
III, Quick Reference Handbook (QRH), and cockpit
poster.
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If
there is any training or training requirements over and above those stated
above, such training or training requirements shall be at Buyer’s sole
cost and expense.”
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10.0
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Article
1.0 of Letter Agreement No. 01 (Credit Memo) is deleted in its entirety
and replaced with the following:
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|
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“1.0
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In
consideration of Buyer having entered into the Agreement, Bombardier shall
issue to Buyer, at the time of delivery of each Aircraft, a credit
memorandum in the amount of amount of (a) [***] for each of the First
through the Fifteenth Aircraft; (b) [***] for each of the Sixteenth
through Thirtieth Aircraft; and (c) if applicable, [***] for each Aircraft
that is subsequent to the Thirtieth Aircraft. Such credit
memoranda are expressed in January 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars and are
adjusted to the date of delivery of each Aircraft using the Economic
Adjustment Formula in Appendix I of the
Agreement.”
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11.0
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[***]
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12.0
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Article
7.0 of Letter Agreement No. 03 (Reserve Option Aircraft) is deleted in its
entirety and replaced with the
following:
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“7.0
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Scheduled
Delivery Months of the Reserve Option Aircraft are as
follows:
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Scheduled Delivery
Month
|
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First
Reserve Option Aircraft
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[***]
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Second
Reserve Option Aircraft
|
[***]
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Third
Reserve Option Aircraft
|
[***]
|
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Fourth
Reserve Option Aircraft
|
[***]
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Fifth
Reserve Option Aircraft
|
[***]
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Sixth
Reserve Option Aircraft
|
[***]
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Seventh
Reserve Option Aircraft
|
[***]
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|
Eighth
Reserve Option Aircraft
|
[***]
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Ninth
Reserve Option Aircraft
|
[***]
|
|
Tenth
Reserve Option Aircraft
|
[***]
|
|
Eleventh
Reserve Option Aircraft
|
[***]
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Twelfth
Reserve Option Aircraft
|
[***]
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Thirteenth
Reserve Option Aircraft
|
[***]
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Fourteenth
Reserve Option Aircraft
|
[***]
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Fifteenth
Reserve Option Aircraft
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[***]”
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13.0
|
Article
1.0 of Letter Agreement No. 04 (Flexibility for Deposits and Cancellation)
is deleted in its entirety and replaced with the
following:
|
|
“1.0
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Progress
Payments
|
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1.1
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Notwithstanding
Article 5.0 of the Agreement with respect to the progress payments for the
Sixteenth through to the Thirtieth Aircraft, Buyer shall
pay:
|
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(a)
|
in
the case of the Sixteenth through Twenty-Fifth
Aircraft,
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(i)
|
[***]
of the Aircraft Purchase Price upon execution of the Agreement (less the
deposit for such Aircraft received by Bombardier from the executed
proposal No. 1409R2 dated February 1, 2007);
and
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|
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(ii)
|
[***]
of the Aircraft Purchase Price on or prior to [***] (less the deposit for
such Aircraft received by Bombardier from the executed proposal No. 1409R2
dated February 1, 2007);
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(b)
|
in
the case of the Twenty-Sixth through Thirtieth Aircraft, [***] of the
Aircraft Purchase Price on or prior to
[***];
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(c)
|
in
the case of the Sixteenth through Thirtieth Aircraft, [***] of the
Aircraft Purchase Price [***] months prior to the Scheduled Delivery Month
of the applicable Aircraft;
and
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(d)
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in
the case of the Sixteenth through Thirtieth Aircraft, [***] of the
Aircraft Purchase Price [***] months prior to the Scheduled Delivery Month
of the applicable Aircraft.”
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14.0
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Subject
to Letter Agreement No. 21, signing of this Contract Change Order No. 16
by Buyer constitutes Buyer’s written notice of its intention to purchase
the Sixteenth through Twenty-Fifty Aircraft. Accordingly,
Article 2.0 of Letter Agreement No. 04 (Flexibility for Deposits [***]) is
deleted in its entirety and replaced with the
following:
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“2.0
|
[Intentionally
Deleted]”
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15.0
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Letter
Agreement Nos. 18 [***], 19 [***], 20 [***] and 21 (Incremental Option
Aircraft) attached hereto as Attachment Nos. 11, 12, 13 and 14,
respectively, are hereby incorporated into the
Agreement.
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ALL OTHER
TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN UNCHANGED
|
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Note:The
attached substitute pages to this Contract Change Order No. 16 are
provided for administrative purposes only and by themselves do not
constitute the formal amending document to the Agreement. In
the event of a discrepancy between this Contract Change Order and any
attachment to such Contract Change Order, the contents of this Contract
Change Order No. 16 shall prevail.
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BOMBARDIER
INC., represented by ▇▇▇▇▇▇ AIR,
INC.
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Bombardier
Aerospace
|
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Commercial
Aircraft
|
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______________________________
______________________________
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______________________________
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Per:
__________________________
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______________________________
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Title:
__________________________
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Date:__________________________ Date:
__________________________
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BOMBARDIER
INC., represented by
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Bombardier
Aerospace
|
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Commercial
Aircraft
|
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______________________________
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______________________________
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______________________________
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Date: __________________________
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BUYER: ▇▇▇▇▇▇
AIR, INC. (as assigned by Pinnacle Airlines Corp.)
PURCHASE
AGREEMENT
NO.:
PA-0604
(the
“Agreement”)
AIRCRAFT
TYPE:Q400
C.C.O.
NO.: 18
DATED: February
6, 2009
PAGE: 1
of 7
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REASON FOR
CHANGE:
|
To amend
(A) the Agreement to
delete Letter Agreement No. 21 (Incremental Option Aircraft), and incorporate
Letter Agreement No. 21A (Incremental Option Aircraft) that sets out terms and
conditions for the Incremental Option Aircraft.
AGREEMENT PAGES TO BE
SUBSTITUTED/ADDED: NEW REVISED
PAGES:
Letter
Agreement ▇▇.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇ to
CCO No. 18
DESCRIPTION OF
CHANGE:
|
1.0
|
Letter
Agreement No. 21 (Incremental Option Aircraft) is deleted and Letter
Agreement No. 21A (Incremental Option Aircraft) is hereby incorporated
into the Agreement.
|
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This
Contract Change Order shall be valid for acceptance by the parties up to
and no later than February 6,
2009.
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ALL OTHER
TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN UNCHANGED
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BOMBARDIER
INC., represented byCOLGAN AIR,
INC.
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Bombardier
Aerospace
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Commercial
Aircraft
|
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____________________________________________________________
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______________________________
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Per:
__________________________
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______________________________
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Title:
__________________________
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Date:__________________________
Date: __________________________
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BOMBARDIER
INC., represented by
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Bombardier
Aerospace
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Commercial
Aircraft
|
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______________________________
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______________________________
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______________________________
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Date: __________________________
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AEROSPACE
Bombardier
Inc.
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇
TEL
▇ (▇▇▇) ▇▇▇-▇▇▇▇
FAX
▇ (▇▇▇) ▇▇▇-▇▇▇▇
|
February
6, 2009
|
▇▇▇▇▇▇
Air, Inc.
▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
▇▇▇
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Gentlemen:
|
Subject: Letter
Agreement No. 21A – Incremental Option Aircraft
Letter
Agreement No. 21A (the “Letter Agreement”) to Purchase Agreement No. PA-0604
(the “Agreement”) between Bombardier Inc., represented by Bombardier Aerospace,
Commercial Aircraft (“Bombardier”) and ▇▇▇▇▇▇ Air, Inc. (“Buyer”) relating to
the purchase of thirty (30) Bombardier Q400 Series Aircraft.
This
Letter Agreement when accepted and agreed to by Buyer, will evidence our further
agreement with respect to the matters set forth below.
All terms
used herein and in the Agreement and not defined herein, shall have the same
meanings as in the Agreement.
In
consideration of Buyer having entered into the Agreement, Bombardier has
reserved a block of fifteen (15) incremental option Aircraft for Buyer, as
described in Article 2 of the Agreement (the “Incremental Option Aircraft”) for
the benefit of Buyer under the following general conditions:
|
1.0
|
The
Incremental Option Aircraft will be as described in Article 2 of the
Agreement and include the Buyer Selected Optional Features as set out in
Appendix IV-B of the Agreement.
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2.0
|
The
basic price for each of the Incremental Option Aircraft shall be the Base
Price set out below, plus an amount [***] to reflect product
improvements in the Bombardier Q400 Series aircraft, as applicable. The
Incremental Option Aircraft will be offered for acceptance to Buyer Ex
Works Bombardier's offices or premises in ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇.
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(a)
|
The
Base Price for the Incremental Option Aircraft is [***] expressed in
January 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Dollars.
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(b)
|
The
price for the Buyer Selected Optional Features for each Incremental Option
Aircraft is [***], and are listed in Appendix IV-B to the Agreement and
are expressed in January 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars. The final price
for the Buyer Selected Optional Features may be amended to incorporate
changes in Specification including cabin configuration as detailed in a
Change Order to be mutually agreed.
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(c)
|
The
Aircraft Base Price (which is the sum of the Base Price and the applicable
Buyer Selected Optional Features, expressed in January 1, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Dollars) for each Incremental Option Aircraft under Appendix IV-B
to the Agreement is [***].
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(d)
|
The
Aircraft Base Price of each Incremental Option Aircraft shall be adjusted
from January 1, 2007 to the delivery date of the Incremental Option
Aircraft using the Economic Adjustment Formula, as set forth in Appendix I
of the Agreement, in order to determine the Aircraft Purchase Price at the
delivery of the Incremental Option Aircraft.
[***]
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3.0
|
In
consideration of Buyer having entered into the Agreement, and in lieu of
the Credit Memorandum in Letter Agreement No. 1 of the Agreement,
Bombardier shall issue to Buyer, at the time of delivery of each
Incremental Option Aircraft, a credit memorandum in the amount of [***]
expressed in January 1, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Dollars.
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4.0
|
Buyer
shall exercise its right to purchase the Incremental Option Aircraft by
providing to Bombardier irrevocable written notice of its intention to do
so no later than the first day of the [***] month prior to the Scheduled
Delivery Month of the applicable Incremental Option
Aircraft.
|
|
5.0
|
Buyer
shall deposit with Bombardier [***] calculated as [***] times each
Incremental Option Aircraft on the first business day of [***] (the
“Incremental Option Aircraft
Deposit”).
|
|
6.0
|
Buyer
shall make payment or cause payment to be made for each Incremental Option
Aircraft [***] for each Aircraft by [***] from January 1, 2007 to the
Scheduled Delivery Month) as
follows:
|
|
(a)
|
[***]
of the estimated net Aircraft Purchase Price upon exercise of the
Incremental Option Aircraft (less the deposit for such Incremental Option
Aircraft received by Bombardier as per the terms of this Letter
Agreement);
|
|
(b)
|
[***]
of the estimated net Aircraft Purchase Price [***]prior to its Scheduled
Delivery Month of each Incremental Option
Aircraft
|
|
(c)
|
[***]
of the estimated net Aircraft Purchase Price [***] prior to its Scheduled
Delivery Month of each Incremental Option Aircraft;
and
|
|
(d)
|
The
balance of the Incremental Option Aircraft Purchase Price, less the
Incremental Option Aircraft Deposit, on or before the date of delivery of
such Incremental Purchase Aircraft.
|
All
payments referred to in paragraphs (b) and (c) above are to be made on the first
business day of the applicable month.
|
7.0
|
Scheduled
Delivery Months of the Incremental Option Aircraft are as
follows:
|
Aircraft Scheduled Delivery
Month
First Incremental Option
Aircraft [***]
Second Incremental Option
Aircraft [***]
Third Incremental Option
Aircraft [***]
Fourth Incremental Option
Aircraft [***]
Fifth Incremental Option
Aircraft [***]
Sixth
Incremental Option
Aircraft [***]
Seventh Incremental Option
Aircraft [***]
Eighth Incremental Option
Aircraft [***]
Ninth Incremental Option
Aircraft [***]
Tenth Incremental Option
Aircraft [***]
Eleventh
Incremental Option
Aircraft [***]
Twelfth Incremental Option
Aircraft [***]
Thirteenth Incremental Option
Aircraft [***]
Fourteenth Incremental Option
Aircraft [***]
Fifteenth Incremental Option
Aircraft [***]
|
8.0
|
Buyer's
failure to exercise its rights with respect to any Incremental Option
Aircraft shall result in the cancellation of Buyer’s right to such
Incremental Option Aircraft and Bombardier shall return the Incremental
Option Aircraft Deposit without
interest.
|
|
9.0
|
Upon
exercise of Buyer's right to purchase the Incremental Option Aircraft by
execution of this Letter Agreement, the parties shall consider all
definitions, terms and conditions of the Agreement as applicable, unless
expressly noted otherwise.
|
|
10.0
|
Except
as may be otherwise agreed in Article 18 of the Agreement, 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
Bombardier, which consent shall not be unreasonably
withheld.
|
|
11.0
|
This
Letter Agreement constitutes an integral part of the Agreement and is
subject to the terms and conditions contained
therein.
|
|
12.0
|
Should
there be any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
|
|
13.0
|
In
the event of termination of the Agreement, this Letter Agreement shall
become automatically null and void.
|
|
|
[Remainder
of page intentionally left blank]
|
Yours
truly,
Acknowledged and Accepted
BOMBARDIER
INC. For and on behalf
of
Bombardier
Aerospace
▇▇▇▇▇▇ Air, Inc.
Commercial
Aircraft
Name:
Title: