EXHIBIT 99
THE
AEROSTRUCTURES
CORPORATION
March 22, 2001
IN REPLY REFER TO:
01-AUC-RLJ-003
American Utilicraft Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTENTION: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇
SUBJECT: Proposed Amendment for Additional Services on the FF-1080-200
Ref: Technical Services Purchase Agreement dated December 1, 2000
Over the last few months, our two companies have discussed various next steps
for the continued engineering development on the FF-1080-200 program. We concur
with the assessment that the prudent next phase of concept development should be
focused on the empennage of the aircraft. This will provide a continuation of
the aircraft design concept while allowing time for American Utilicraft
Corporation to define significant program definitions that impact the wing.
Aerostructures has identified the attached possible empennage task and is
pleased to provide it for your consideration. American Utilicraft, pursuant to
section 2.1 of the Technical Services Purchase Agreement, may incorporate this
task as an additional Order to Seller.
o The period of performance shall be April 01, 2001 to July 27, 2001.
o The purchase price is $280,000.
o All terms remain as per the Agreement.
Aerostructures proposes that the modification of the changes clause, reference
letter 00-GEN-RLJ-005 dated December 1, 2000, be postponed until we agree on the
next phase of this effort. Additionally, Aerostructures submits the addition of
clause 24.0, Assignment.
We look forward to the incorporation of Amendment 1 and our continued
relationship with American Utilicraft Corporation.
Sincerely,
The Aerostructures Corporation
/s/ ▇.▇. ▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇
Contracts Director
Attachment
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Contracts Management (615-360-5288)
29
AMENDMENT NO. 1
TO
TECHNICAL SERVICES PURCHASE AGREEMENT
BETWEEN
THE AEROSTRUCTURES CORPORATION
AND
AMERICAN UTILICRAFT CORPORATION
APRIL 1, 2001
The Technical Services Purchase Agreement Relating to Engineering
Services ("Agreement") between The Aerostructures Corporation ("TAC"), and
American Utilicraft Corporation ("AUC"), dated December 1, 2000, shall be
amended as follows:
The following additional order (Paragraph 2.2) is added to the agreement as
follows:
2.2 ADDITIONAL ORDER
Concept/Technical Definition for Preliminary Design of Empennage
(a) Seller agrees to develop a technical definition that will be
used to evaluate cost and technical viability for the
FF-1080-200 Empennage. This is expected to include Concept
Development Drawings for the FF-1080-200 Empennage. This is
expected to include Concept Development Drawings for the
Horizontal Stabilizer (box, leading edge, and tip), Vertical
Stabilizer (box, leading edge, and tip), H to V interface,
Fuselage interface, Elevator (structure, drive, tab, and
motion), Rudder (structure, drive, tab, and motion), and
Dorsal Fin. Systems provisions to be considered include cable
routings, and electrical systems routings. All drawings shall
be created using CATIA. A preliminary drawing tree and
preliminary bill of material shall be furnished.
TAC is not responsible for system concept development or
design. TAC is responsible only for provisions for systems
routing and structure for the systems to attach to. The
completeness of the systems routing and provisions design on
the concept drawings is a function of the maturity of the
information from the systems provider if specific information
is not available for a particular system, a best practice
assumption will be made for the purposes of completing the
concept drawings.
TAC furnished Elevator and Rudder systems motions and geometry
shall be provided for preliminary layout and pricing efforts
only. Any aircraft performance or stability and control issues
related to these systems shall be verified by AUC.
In addition, TAC will provide preliminary internal loads
development for the empennage components.
(b) The period of performance is for April 1, 2001, to July 27,
2001.
(c) The agreed to price is $280,000.
30
Paragraph 24.0 is added as follows.
24.0 ASSIGNMENT
TAC shall have the right to assign all or any portion of this
Agreement, and any Purchase Orders issued pursuant to this Agreement,
to TAC's affiliated companies, successor companies, or designated
subcontractors.
Except as amended herein, the Agreement shall remain in full force and
effect.
EXECUTED in duplicate originals as of the date and year first set forth above by
the duly authorized representatives of the parties.
AMERICAN UTILICRAFT CORPORATION THE AEROSTRUCTURES CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇.▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇.▇. ▇▇▇▇▇▇▇
Title: President-CEO Title: Contracts Director
Date: 23 March 2001 Date: 23 March 2001
31
THE
AEROSTRUCTURES
CORPORATION
IN REPLY REFER TO:
O1-GEN-SJW-014
July 16, 2001
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇
President, CEO, Chairman
American Utilicraft Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: Amendment No: 2 to Technical Services Purchase Agreement
Dear ▇▇▇▇:
We are pleased to present the enclosed Amendment No. 2 to the Technical Services
Purchase Agreement between The Aerostructures Corporation and American
Utilicraft Corporation. This amendment includes:
1. Revision of the Statement of Work for the preliminary design
of the FF-1080-200 empennage to include CATIA 3-D Solid
Definition Models as part of the deliverable;
2. Extension of the period of performance for the preliminary
design of the FF-1080-200 empennage from July 27, 2001, to
August 31, 2001; and
3. Addition of Paragraph 2.3, Statement of Work and deliverables
for the preliminary design of the FF-1080-200 fuselage, with a
period of performance of July 16, 2001, to November 30, 2001,
at a price of $380,000, payable in four equal monthly
installments of $95,000 each.
If you are in agreement with these changes, please sign the enclosed originals
and return one copy for our records.
We are pleased to have the opportunity to continue working with you in the
development of the FF-1080-200 aircraft. If you have any questions or require
further information, please do not hesitate to contact me.
Sincerely,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Contract Administrator
Encl.
cc: ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ * ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-2016 * (▇▇▇) ▇▇▇-▇▇▇▇
32
AMENDMENT NO.2
TO
TECHNICAL SERVICES PURCHASE AGREEMENT
BETWEEN
THE AEROSTRUCTURES CORPORATION
AND
AMERICAN UTILICRAFT CORPORATION
July 16, 2001
The Technical Services Purchase Agreement Relating to Engineering
Services ("Agreement") between The Aerostructures Corporation ("TAC"), and
American Utilicraft Corporation ("AUC"), dated December 1, 2000, shall be
amended as follows:
A. Revise Paragraph 2.2, subparagraph (a), second and third sentences as
follows:
"(a) .... The primary means of concept definition will be through
CATIA 3-D Solid Definition, with some 2-D drawings being
provided. This is expected to include CATIA 3-0 Solid
Definition Models and Concept Development drawings for...."
B. Paragraph 2.2, subparagraph (c), is revised to extend the period of
performance for the Preliminary Design of the Empennage from July 27,
2001, to August 31, 2001.
C. The following additional order (Paragraph 2.3) is added to the
agreement as follows;
2.3 ADDITIONAL ORDER (FUSELAGE)
Concept/Technical Definition for Preliminary Design of Fuselage
(a) Seller agrees to develop a technical definition that will be
used to evaluate cost and technical viability for the
FF-1080-200 Fuselage Structure. This is expected to include
Preliminary Concept Development Drawings/Models, Structural
Loads Criteria, and Analysis Methodologies for the FF-1080-200
FWD, Center and Aft Fuselage sections. Preliminary design
concepts shall also be provided for the Side and Aft Cargo
Doors, Cargo Floor Sub Structure, Wing to Fuselage Joint,
Cargo Floor Systems Interface, and Main Gear Interface.
Preliminary general arrangement drawings and/or CATIA models
will be provided showing the layout of the frames, stringers,
skins, landing gear, wing, empennage, cargo door locations,
and systems provisions/routing paths. Preliminary tooling and
build concepts will be established, and any certification
concerns will be identified. Drawings/datasets shall be
created using CATIA. A preliminary drawing tree and
preliminary bill of material shall be furnished.
TAC is not responsible for system concept development or
design. TAC is responsible only for provisions for systems
routing and structure for the systems to attach to. The
completeness of the systems routing and provisions design on
the concept drawings is a function of the maturity of the
information from the systems provider and/or AUC. If specific
information is not available for a particular system, a best
practice assumption will be made for the purposes of
completing the concept drawings. The completeness of the
forward fuselage preliminary design concepts, however, will
not include systems provisions but instead will be limited to
a best practices general structural arrangement only due to
the complexities of the pilot and system interface
requirements in the cockpit area.
33
All preliminary engineering data/drawings/models described
herein are provided for information only as part of the
FF-1080-200 pre-prototype development effort. No warranty,
either written or implied, will be furnished with this
preliminary design data. It is anticipated that minor and/or
significant changes to the preliminary design will be required
after AUC has assembled the remaining members of the prototype
design and certification team to bring the preliminary design
defined herein to a FAA certified flight worthy prototype
configuration.
(b) The period of performance is for July 16, 2001, to November
30, 2001.
(c) The agreed to price is $380,000, payable in four equal monthly
installments of $95,000 each.
Except as amended herein, the Agreement shall remain in full force and
effect.
EXECUTED in duplicate originals as of the date and year first set forth above by
the duly authorized representatives of the parties.
AMERICAN UTILICRAFT CORPORATION THE AEROSTRUCTURES CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President-CEO Title: Contracts Manager
Date: July 17, 2001 Date: July 16, 2001
34
American Utilicraft Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇.▇. Suite - B
Lawrenceville, GA 30043
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
--------------------------------------------------------------------------------
LETTER AGREEMENT
----------------
This Letter Agreement by and between American Utilicraft Corporation, a
Delaware corporation (the "Company") and Intercoastal Financial Services
Corporation (the "Holder"), is entered into on this 4th day of April, 2001.
In consideration of the premises hereof, and the mutual promises and
obligations contained herein, the parties agree as follows:
The Holder shall be granted the right to purchase Ten Thousand (10,000)
fully paid and nonassessable shares of the Company's Common Stock, $O.00001 par
value, at an initial exercise price per share of $5.00 per share for each
marketmaker, up to a total of ten (10) marketmakers, whose services the Holder
obtains for the Company within sixty (60) days of a registration statement on
Form SB-2 being declared effective by the Securities and Exchange Commission.
The Company shall have two (2) weeks after being informed by the Holder of such
marketmaker to accept the services of such marketmaker, after which time the
Company shall issue the warrant for ten thousand (10,000) shares to the Holder
as described above and on substantially the same terms as contained in that
certain Common Stock Purchase Warrant No. 150 that was issued to the Holder on
even date herewith.
IN WITNESS WHEREOF, the parties hereto have executed this Letter
Agreement as of the 4th day of April, 2001.
American Utilicraft Corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: President, CEO
35