Exhibit 10.41A(1)
Atlantic Coast Airlines
xAmended
xxAdded
CONTRACT CHANGE ORDER
PURCHASER: Atlantic Coast Airlines
PURCHASE AGREEMENT NO.: RJ-0454 (the "Agreement") AIRCRAFT TYPE:
CRJ
C.C.O. NO.: 1 DATED:
September 24, 1999
PAGES: 9
REASON FOR CHANGE
To amend the Purchase Agreement and Letter Agreement No. 001 to:
(i) revise the Schedule Delivery Dates for the xxxxxx Aircraft and
to increase the order to six (6) Firm Aircraft, (ii) extend the term
of the FSR due to the additional three (3) Aircraft being acquired,
(iii) extend the term of the revision services due to the change in
the delivery position of the xxxxxx Aircraft, (iv) provide a xxxxxx
for the credit memorandum to be issued for each of the xxxxxx
Aircraft and, (v) to provide a xxxxxx credit memorandum for the
xxxxxx Aircraft.
PAGES TO BE SUBSTITUTED NEW/REVISED PAGES
Purchase Agreement page 52 Attachment 1 to CCO No. 1
Purchase Agreement page no. C-1 Attachment 2 to CCO No. 1
Purchase Agreement page no. C-24 Attachment 3 to CCO No. 1
Letter Agreement No. 001 Attachment 4 to CCO No. 1
Letter Agreement No. 009 page 2 Attachment 5 to CCO No. 1
DESCRIPTION OF CHANGE:
P.A. and all Letter Agreements
All references to three (3) Aircraft are hereby changed to refer to
six (6) Aircraft.
P.A. Page 52 - Appendix II (Delivery Schedule)
The Delivery Schedule is amended by revising the Scheduled Delivery
Dates for the xxxxxx and adding Scheduled Delivery Dates for the
xxxxxx Aircraft.
P.A. Page C-1 - (FSR Term)
The term for the FSR is amended from xxxxxx to xxxxxx.
P.A. page C-24 - NOTE 1: Revision Service
The term for the revision services is amended from xxxxxx following
the Delivery Date of Buyer's first Aircraft.
Letter Agreement No. 001
Letter Agreement No. 001 is hereby deleted and replaced with Letter
Agreement No. 001A to incorporate changes to reflect the xxxxxx of
the credit memorandum to be issued for the xxxxxx Aircraft and to
provide a xxxxxx credit memorandum for the xxxxxx Aircraft.
Letter Agreement No. 009 page 2
Letter Agreement No. 009 is amended to reflect that it shall not
apply to the xxxxxx credit memorandum provided for the Aircraft set
forth in Article 3.0 of Letter Agreement No. 001A.
Notwithstanding Article 5.1 of the Agreement, Buyer confirms that it
has not yet made a deposit of xxxxxx for the Fourth, Fifth, and
Sixth Aircraft, totaling a further xxxxxx. This deposit shall be
made by Buyer to Bombardier on or before October 1, 1999.
This CCO No. 1 is conditional upon Buyer receiving approval from its
Board of Directors xxxxxx (the "Approval Date"). In the event that
the Board of Directors does not approve the execution of this CCO
No. 1, together with CCO No. 15 to Purchase Agreement No. 0350, by
the Approval Date, Buyer may terminate this CCO No. 1, together with
CCO No. 15 to Purchase Agreement No. 0350, by giving written notice
to Bombardier of its intention to do so by such Approval Date.
Should Buyer fail to notify Bombardier by the Approval Date, this
CCO No. 1, together with CCO No. 15 to Purchase Agreement No. 0350,
shall become unconditionally valid and binding.
EXCEPT AS SET FORTH ABOVE OR IN THE ATTACHMENTS HERETO, ALL OTHER
TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN UNCHANGED
FOR AND ON BEHALF OF: FOR AND ON BEHALF OF:
Bombardier Inc. Atlantic Coast Airlines
Bombardier Aerospace
Regional Aircraft
Signed: __________________________
Signed:______________________
Date: __________________________ Date:________________________
APPENDIX II
DELIVERY SCHEDULE
x First Aircraft xxxxxx
x Second Aircraft xxxxxx
x Third Aircraft xxxxxx
xx Fourth Aircraft xxxxxx
xx Fifth Aircraft xxxxxx
xx Sixth Aircraft xxxxxx
CUSTOMER SUPPORT SERVICES
ANNEX A - TECHNICAL SUPPORT, SPARE PARTS, TRAINING AND
TECHNICAL DATA
The following Customer Support Services are those services to which
reference is made in Article 3 of the Agreement.
ARTICLE 1 - TECHNICAL SUPPORT
1.1 Factory Service
Bombardier agrees to maintain or cause to be maintained the
capability to respond to Buyer's technical inquiries, to conduct
investigations concerning maintenance problems and to issue findings
and recommend action thereon. This service shall be provided for as
long as ten (10) CL-600-2B19 aircraft remain in commercial air
transport service.
1.2 Field Service Representative
1.2.1 Services
Bombardier shall assign one (1) Field Service Representative ("FSR")
to Buyer's main base of operation or other location as may be
mutually agreed.
1.2.2 Term
x Such assignment shall be for xxxxxx, and shall commence
approximately one (1) month prior to the Delivery Date of the first
Aircraft. The FSR assignment may be extended on terms and conditions
to be mutually agreed.
1.2.3 Responsibility
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 by
Buyer's designated personnel ("FSR Services"). TECHNICAL DATA
REGIONAL JET
ITEM DOC CONF MEDIUM QTY REV DEL ATA REMARKS
1. AIRCRAFT MAINTENANCE MANUAL G 1, 2 xxxxxx Y PTD Y
(AMM)
2. ILLUSTRATED PARTS G 1, 2 xxxxxx Y PTD Y
MANUAL/CATALOG (IPC)
3. STRUCTURAL REPAIR MANUAL G 1, 2 xxxxxx Y PTD Y
(SRM)
4. COMPONENT MAINTENANCE MANUAL G 1, 2 xxxxxx Y PTD Y
(CMM)
5. POWER PLANT BUILD-UP MANUAL G 1, 2 xxxxxx Y PTD Y
6. WIRING DIAGRAM MANUAL C 1, 2 xxxxxx Y PTD Y
7. ILLUSTRATED TOOL & EQUIPMENT G 1, 2 xxxxxx Y PTD Y
MANUAL (ITEM)
8. SERVICE BULLETINS G 1 xxxxxx S PTD Y SEE NOTE 2
9. NON DESTRUCTIVE TEST MANUAL G 1 xxxxxx Y PTD Y
(NDT)
10. MAINTENANCE PROGRAM DOCUMENT G 1 xxxxxx S PTD Y SEE NOTE 3
(MPD)
11. FAA OR DOT AIRPLANE FLIGHT C 1 xxxxxx S ATD N
MANUAL (AFM)
12. WEIGHT & BALANCE MANUAL G 1 xxxxxx Y ATD Y
13. MASTER MINIMUM EQUIPMENT LIST G 1 xxxxxx S ASAP N
(MMEL)
14. QUICK REFERENCE HANDBOOK C 1 xxxxxx S ATD N
15. FLIGHT CREW OPERATING MANUAL C 1 xxxxxx S ATD N SEE NOTE 1
(FCOM)
16. MAINTENANCE TASK CARDS C 3 xxxxxx S PTD N
17. ACCESS PANELS AND G 1 xxxxxx N PTD N
DOORS/COMPONENT LOCATION
MANUAL
18. FLIGHT PLANNING & CRUISE G 1 xxxxxx S ASAP N
CONTROL MANUAL
19. AIRCRAFT CHARACTERISTICS FOR G 1 xxxxxx N ASAP N SEE NOTE 4
AIRPORT PLANNING
20. ON-BOARD WIRING DIAGRAM BOOK C 3 xxxxxx N ATD N SEE NOTE 5
21. MAINTENANCE FACILITIES & G 1 xxxxxx S ASAP N
EQUIPMENT PLANNING MANUAL
22. SYSTEM SCHEMATIC MANUAL (SSM) G 1, 2 xxxxxx Y ATD Y SEE NOTE 1
23. PASSENGER INFORMATION SHEET G 3 xxxxxx S ATD N SEE NOTE 6
24. PILOT CHECKLIST C 4 xxxxxx S ATD N
25. CRASH CREW CHART G 4 xxxxxx S ATD N
26. DISPATCH DEVIATION GUIDE G 1 xxxxxx S PTD N
NOTE 1: REVISION SERVICE
A. Revision services shall be available without charge for
xxxxxx following the Delivery Date of Buyer's first
Aircraft. Subsequent revision service shall be provided
dependent upon incorporation of Bombardier issued Service
Bulletins.
B. Revisions to the Technical Data to reflect the Aircraft at
Delivery Date shall be provided to Buyer within six (6)
months 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,
Bombardier shall incorporate in the applicable documents
all applicable Bombardier 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
Bombardier in writing that one configuration is no longer
required.
September 24, 1999
Atlantic Coast Airlines
515A Shaw Road,
Dulles, Virginia,
U.S.A. 20166
Gentlemen,
Letter Agreement No. 001A to Purchase Agreement No. PA-0454
dated July 29, 1999 (the "Agreement" between Bombardier Inc.
("Bombardier") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of six (6) Canadair Regional Jet Aircraft (the
"Aircraft")
This Letter Agreement No. 001A dated September 24, 1999 cancels
and supersedes Letter Agreement No. 001 dated July 29, 1999.
Subject: Credit Memoranda
1.0 This letter constitutes an integral part of the Agreement
and evidences our further agreement with the matters set
forth below. All terms used herein and in the Agreement
and not defined herein, shall have the same meaning as in
the Agreement.
2.0 In consideration of Buyer having entered into the above
referenced Agreement for the purchase of six (6) Aircraft
(and for the exercise of any Option Aircraft (as defined
in Letter Agreement No. 003)), Bombardier will issue to
Buyer, upon delivery and payment of the price of the
Aircraft in accordance with the Agreement,
(i) for each of the xxxxxx Aircraft (including any
delivered Option Aircraft), a credit memorandum in the
amount of xxxxxx; and
xxxxxx
3.0 In consideration of Buyer having entered into the above
referenced Agreement, Bombardier will issue to Buyer, upon
delivery and payment of the price of the Aircraft in
accordance with the Agreement, for each of the xxxxxx
Aircraft (excluding any delivered Option Aircraft), a
xxxxxx credit memorandum in the amount of xxxxxx .
4.0 xxxxxx The credit memorandum will xxxxxx be adjusted on
the same pro-rata percentage calculation as other aircraft
price changes due to changes in the Specification or Buyer
selected optional features as otherwise provided for in
this Agreement. The credit memorandum, as adjusted, will
collectively be known as the "Credit Memoranda".
5.0 In the event of the Termination of the Agreement, this
Letter Agreement shall become automatically null and void
with respect to any undelivered Aircraft.
6.0 The provisions of this Letter Agreement are personal to
Buyer and shall not be assigned or otherwise disposed of
by Buyer, except as required for financing purposes in
accordance with Letter Agreement No. 004 (Financing) and
except as part of an assignment of the Agreement as
expressly permitted in Article 20 of the Agreement,
without the prior written consent of Bombardier.
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.
Yours truly,
BOMBARDIER INC.
________________________ Date:_____________
Scott Preece
Director, Contracts
Acknowledged and Accepted
Atlantic Coast Airlines
________________________ Date:_____________
Name:
Title:
Attachment No. 5 to C.C.O. No. 2 dated August 2, 2000
Letter Agreement 009
Reconciliation
xxxxxx
3.0 xxxxxx
4.0 This letter constitutes an integral part of the Agreement and
evidences our further agreement with the matters set forth
below. All terms used herein and in the Agreement and not
defined herein, shall have the same meaning as in the Agreement.
5.0 The provisions of this Letter Agreement are personal to Buyer
and shall not be assigned or otherwise disposed of by Buyer
except as part of an assignment of the Agreement (in whole not
in part) expressly permitted under Article 20 of the Agreement
and otherwise such consent shall not be unreasonably withheld.
6.0 In the event of the Termination of the Agreement, this Letter
Agreement shall become automatically null and void with respect
to any undelivered Aircraft.
CONTRACT CHANGE ORDER
PURCHASER: Atlantic Coast Airlines
PURCHASE AGREEMENT NO.: RJ-0454 (the "Agreement")AIRCRAFT TYPE: CRJ
C.C.O. NO 2 DATED: August 2, 2000
PAGES: 27
REASON FOR CHANGE
To amend the Agreement to: (i) give effect to the exercise by Buyer
of seventeen (17) Option Aircraft and provide Buyer with thirteen
(13) incremental Aircraft and thereby increase the order to thirty-
six (36) firm Aircraft, (ii) revise the payment terms for the
Aircraft, (iii) revise the amount of the credit memorandum
applicable to the Aircraft, (iv) provide Buyer with an additional
xxxxxx credit memorandum for the Aircraft, (v) provide Buyer with an
additional forty (40) Option Aircraft, subject to certain
conditions, (vi) provide that Letter Agreement No. 009
(Reconciliation) shall be applicable to the additional xxxxxx credit
memorandum for the Aircraft as provided herein, (vii) amend the
Assignment Letter Agreement to reconfirm assignability to "Newco",
subject to certain conditions and to confirm assignability to
Atlantic Coast Jet, Inc xxxxxx subject to certain conditions, (viii)
note that a credit has been provided by Bombardier with respect to
the complex paint scheme in Buyer Selected Optional Features
resulting in this option being provided at xxxxxx, (ix) extend the
term of the FSR due to the additional thirty (30) Aircraft being
acquired, (x) extend the term of the revision services due to
xxxxxx, and (xi) amend Article 4 of Letter Agreement No. 005 to
clarify the procedure by which Buyer xxxxxx
PAGES TO BE SUBSTITUTED NEW/REVISED PAGES
Purchase Agreement page 12-12a Attachment 1 to CCO No. 2
Purchase Agreement page no. 52 Attachment 2 to CCO No. 2
Purchase Agreement page no. C-1 Attachment 3 to CCO No. 2
Purchase Agreement page no. C-24 Attachment 4 to CCO No. 2
Letter Agreement No. 001B Attachment 5 to CCO No. 2
Letter Agreement No. 002A Attachment 6 to CCO No. 2
Letter Agreement No. 004 pages 1&3 Attachment 7 to CCO No. 2
Letter Agreement No. 005 page 3 Attachment 8 to CCO No. 2
Letter Agreement No. 006 page 2 Attachment 9 to CCO No. 2
Letter Agreement No. 009 page 2 Attachment 10 to CCO No. 2
Letter Agreement No. 012 Attachment 11 to CCO No. 2
DESCRIPTION OF CHANGE:
P.A. and all Letter Agreements
All references to six (6) Aircraft are hereby changed to refer to
thirty-six (36) Aircraft.
P.A. Page 12 - Article 5.2 (Payment)
Article 5 - Payment is amended to reflect the acknowledgement of a
deposit for xxxxxx Aircraft only and to change the payment terms for
the Aircraft from xxxxxx of the Aircraft Base Price less the deposit
at each of xxxxxx prior to the Scheduled Delivery Date of xxxxxx to
the following: xxxxxx
P.A. Page 52 - Appendix II (Delivery Schedule)
The Delivery Schedule is amended to add the seventeen (17) Option
Aircraft being exercised and the thirteen (13) incremental Aircraft
being purchased.
P.A. Page C-1 - (FSR Term)
The term for the FSR is amended from xxxxxx due to the exercise of
the seventeen (17) Option Aircraft and the purchase of thirteen (13)
incremental Aircraft.
P.A. page C-24 - NOTE 1: Revision Service
The term for the revision services is amended from xxxxxx following
the Delivery Date of Buyer's first Aircraft.
P.A. Appendix IV - Buyer Selected Optional Features
It is hereby noted that xxxxxx for CR Ref. N 11-300 resulting in
this optional feature being incorporated on the Aircraft xxxxxx as
it is shown in Appendix IV of the Agreement.
In addition, Bombardier agrees that `CR N 34-335 FMS - Single, ACARS
Capable' will replace 'CR N 34-330 FMS - Single (collins FMS-4200)',
and the xxxxxx shall be incorporated into the Aircraft, subject to
Bombardier's lead times and xxxxxx CRN 34-335 shall appear in
Appendix IV to the Agreement xxxxxx CR N 34-330 and such change will
be reflected in a Contract Change Order to be finalized by the
parties.
Letter Agreement No. 001 - (Credit Memorandum)
Letter Agreement No. 001A is hereby deleted and replaced with Letter
Agreement No. 001B to incorporate changes to reflect the xxxxxx of
the credit memorandum to be issued for the Aircraft and to delete
Article 3.0 referring to the xxxxxx for the xxxxxx Aircraft.
Letter Agreement No. 002 - (Assignment)
Letter Agreement No. 002 is hereby amended by deleting reference to
""up to three (3) of the Aircraft (Aircraft 1-3)" and replacing it
with "the Aircraft" and to reconfirm assignability to "Newco",
subject to certain conditions, and to confirm assignability to
Atlantic Coast Jet, Inc.xxxxxx, subject to certain conditions.
Letter Agreement No. 003 - (Option Aircraft)
Letter Agreement No. 003 is no longer applicable and is hereby
canceled. (New Option Aircraft Letter Agreement (LA 12) introduced
below).
Letter Agreement No. 004 - (Financing)
Letter Agreement No. 004 is hereby amended by deleting reference to
"xxxxx and replacing it with xxxxx" In addition, Article 4.0 is
amended to provide that the xxxxxx.
Letter Agreement No. 005 - Additional Customer Support
Article 4.0 of Letter Agreement No. 005 is amended to provide a
procedure by which Buyer xxxxxx
Letter Agreement No. 006 - (xxxxxx Credit)
Letter Agreement No. 006 is hereby amended to add an additional
xxxxxx credit memorandum in the amount of xxxxxx for each of the
delivered Aircraft.
Letter Agreement No. 009 - (Reconciliation)
Letter Agreement No. 009 is hereby amended to provide that its terms
are applicable to the additional xxxxxx credit memorandum provided
for the Aircraft as set forth in the above paragraph and to provide
for the xxxxxx.
Letter Agreement No. 012 - (Additional Option Aircraft)
Letter Agreement No. 012 is introduced to provide Buyer with an
additional forty (40) Option Aircraft, on terms and conditions
provided therein. Notwithstanding the Delivery Schedule, as
amended, prior to this CCO No. 2 becoming a firm agreement for the
Conditional Aircraft, Bombardier agrees to provide xxxxxx
xxxxxx
For the purposes of clarity, upon receipt by Buyer of xxxxxx and
prompt notification thereof to Bombardier, subject to the completion
of the second condition precedent as set forth in the following
paragraph, and the receipt by Buyer of Buyer Board Approval as
described below, this CCO No. 2 and CCO No. 17 to PA 350 shall be in
full force and effect and shall no longer be conditional.
Buyer's acceptance of the Conditional Aircraft is further
conditioned upon xxxxxxx of the Conditional Aircraft, on terms
satisfactory to Buyer, within xxxxxx from the date of execution of
this CCO No. 2. Notice provisions will be as provided for the
United Approval condition set forth above.
It is understood by the parties that Buyer has the right to increase
the number of firm Aircraft purchased pursuant to this CCO No. 2 by
up to an additional xxxxxx Aircraft on or before December 31, 2000
on the same terms and conditions for Aircraft as set forth in this
Agreement, by providing written notice to Bombardier, in which
case: (i) the delivery positions for such additional firm Aircraft
shall be the delivery positions for the first equivalent number of
Option Aircraft as set forth in Attachment 11 hereto; (ii) Buyer
shall be granted an equivalent number of new Option Aircraft
pursuant to Attachment 11 such that Buyer retains a total of forty
(40) Option Aircraft on the same terms and conditions as for the
initial 40 Option Aircraft; (iii) the delivery positions for such
new Option Aircraft shall be the delivery positions for the first
equivalent number of Additional Option Aircraft as set forth in
Attachment 11; and (iv) Buyer shall be granted an equivalent number
of Additional Option Aircraft delivery positions pursuant to
Attachment 11 commencing in xxxxxx for the Additional Option
Aircraft after the above adjustments to delivery xxxxxx have
occurred at the rate of xxxxxx.
Should any of the Conditional Aircraft be terminated or increased as
provided above, the parties will amend the Agreement as well as
purchase agreement No. PA-0350 to adjust all terms for the revised
number of Aircraft, using the same methodology and formulas as was
utilized by CCO No. 17 to PA 350 and by this CCO No. 2.
This CCO No. 2 is conditional upon Buyer receiving approval from its
Board of Directors ("Buyer Board Approval") xxxxxx (the "Buyer Board
Approval Date"). In the event that the Board of Directors does not
approve the execution of this CCO No. 2, together with CCO No. 17 to
PA 350, by the Buyer Board Approval Date, Buyer may terminate this
CCO No. 2, together with CCO No. 17 to PA 350, by giving written
notice to Bombardier of its intention to do so by such Buyer Board
Approval Date. Should Buyer fail to notify Bombardier by the time
specified above, this CCO No. 2, together with CCO No. 17 to PA 350,
shall become unconditionally valid and binding.
Except for the Buyer Board Approval, which is a condition precedent
to this CCO No. 2 and CCO No. 17 to PA 350, Buyer will be obligated
to purchase the xxxxxx, as defined in and subject to terms of
purchase agreement No. PA-0454 as amended by the agreed terms of
this CCO No. 2 and CCO No. 17 to PA 350.
Except for the United Approval, Buyer Board Approval and Buyer
reaching agreement with certain vendors as set forth above, all of
which are conditions precedent to this CCO No. 2 and CCO No. 17 to
PA 350, Buyer will be obligated to purchase the Conditional Aircraft
subject to the terms of the Agreement as amended by the agreed terms
of this CCO No. 2 and CCO No. 17 to PA 350.
EXCEPT AS SET FORTH ABOVE OR IN THE ATTACHMENTS HERETO, ALL OTHER
TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN UNCHANGED
FOR AND ON BEHALF OF: FOR AND ON BEHALF OF:
Bombardier Inc. Atlantic Coast Airlines
Bombardier Aerospace
Regional Aircraft
Signed: __________________________ Signed:______________
Date: _________________________ Date:_______________
Attachment No. 1 to C.C.O. No. 2 dated August 2, 2000
ARTICLE 5 - PAYMENT
x5.1 Bombardier acknowledges having previously received a
deposit of xxxxxx for each of the xxxxxx Aircraft (the
xxxxx Aircraft) xxxxxx, totaling xxxxxx.
x5.2 Advance Payment
x5.2.1 xxxxxx
xx5.2.2 xxxxxx
x5.2.3 In addition, Buyer shall make payment or cause
payment to be made for each firm Aircraft as follows:
xxxxxx
x All payments referred to in paragraphs 5.2.3 (b), (c) and
(d) above are to be made on the first day of the applicable
month.
5.3 Payment Terms
On or before the Delivery Date Bombardier shall have
received in full the amount of the Aircraft Purchase Price
of such Aircraft less the amount of the applicable Credit
Memorandum as set out in Letter Agreement No. 1, which
will be credited by Bombardier toward the Aircraft
Purchase Price (said amount being the "Net Aircraft
Purchase Price").
5.4 Subject to the provisions of Article 9.9 hereof, should
Buyer fail to make any of the aforementioned payments on
or before the stipulated date and Buyer does not correct
the default within a period of thirty (30) days
thereafter, this Agreement shall automatically terminate
and Bombardier shall have no further obligation to Buyer
under this Agreement, including the obligation to proceed
further with the manufacture of the Aircraft on behalf of
Buyer or the sale and/or delivery of the Aircraft to
Buyer. Bombardier shall have the option (but not the
obligation) of waiving such termination should Buyer make
arrangements satisfactory to Bombardier for such payment
and all future payments within ten (10) calendar days of
Buyer's default.
APPENDIX II
DELIVERY SCHEDULE
First Aircraft xxxxxx
xx Second Aircraft xxxxxx
xx Third Aircraft xxxxxx
xx Fourth Aircraft xxxxxx
Fifth Aircraft xxxxxx
Sixth Aircraft xxxxxx
xx Seventh Aircraft xxxxxx
xx Eighth Aircraft xxxxxx
Ninth Aircraft xxxxxx
xx Tenth Aircraft xxxxxx
xx Eleventh Aircraft xxxxxx
Twelfth Aircraft xxxxxx
xx Thirteenth Aircraft xxxxxx
Fourteenth Aircraft xxxxxx
Fifteenth Aircraft xxxxxx
xx Sixteenth Aircraft xxxxxx
xx Seventeenth Aircraft xxxxxx
xx Eighteenth Aircraft xxxxxx
xx Nineteenth Aircraft xxxxxx
xx Twentieth Aircraft xxxxxx
xx Twenty-first Aircraft xxxxxx
xx Twenty-second Aircraft xxxxxx
xx Twenty-third Aircraft xxxxxx
xx Twenty-fourth Aircraft xxxxxx
xx Twenty-fifth Aircraft xxxxxx
xx Twenty-sixth Aircraft xxxxxx
xx Twenty-seventh Aircraft xxxxxx
xx Twenty-eighth Aircraft xxxxxx
xx Twenty-ninth Aircraft xxxxxx
xx Thirtieth Aircraft xxxxxx
xx Thirty-first Aircraft xxxxxx
xx Thirty-second Aircraft xxxxxx
xx Thirty-third Aircraft xxxxxx
xx Thirty-fourth Aircraft xxxxxx
xx Thirty-fifth Aircraft xxxxxx
xx Thirty-sixth Aircraft xxxxxx
CUSTOMER SUPPORT SERVICES
ANNEX A - TECHNICAL SUPPORT, SPARE PARTS, TRAINING AND
TECHNICAL DATA
The following Customer Support Services are those services to which
reference is made in Article 3 of the Agreement.
ARTICLE 1 - TECHNICAL SUPPORT
1.1 Factory Service
Bombardier agrees to maintain or cause to be maintained the
capability to respond to Buyer's technical inquiries, to
conduct investigations concerning maintenance problems and to
issue findings and recommend action thereon. This service
shall be provided for as long as ten (10) CL-600-2B19 aircraft
remain in commercial air transport service.
1.2 Field Service Representative
1.2.1 Services
Bombardier shall assign one (1) Field Service Representative
("FSR") to Buyer's main base of operation or other location as
may be mutually agreed.
1.2.2 Term
x Such assignment shall be for xxxxxx, and shall commence
approximately one (1) month prior to the Delivery Date of the
first Aircraft. At Buyer's request, the term shall begin upon
the expiration of the term of Buyer's right to assignment of an
FSR pursuant to purchase agreement No. PA-0350. The FSR
assignment may be extended on terms and conditions to be
mutually agreed.
1.2.3 Responsibility
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 by Buyer's designated personnel ("FSR Services").
TECHNICAL DATA
REGIONAL JET
ITEM DOC CONF MEDIUM QTY REV DEL ATA REMARKS
1. AIRCRAFT MAINTENANCE MANUAL G 1,2 xxxxxx Y PTD Y
(AMM)
2. ILLUSTRATED PARTS G 1,2 xxxxxx Y PTD Y
MANUAL/CATALOG (IPC)
3. STRUCTURAL REPAIR MANUAL G 1,2 xxxxxx Y PTD Y
(SRM)
4. COMPONENT MAINTENANCE MANUAL G 1,2 xxxxxx Y PTD Y
(CMM)
5. POWER PLANT BUILD-UP MANUAL G 1,2 xxxxxx Y PTD Y
6. WIRING DIAGRAM MANUAL C 1,2 xxxxxx Y PTD Y
7. ILLUSTRATED TOOL & EQUIPMENT G 1,2 xxxxxx Y PTD Y
MANUAL (ITEM)
8. SERVICE BULLETINS G 1 xxxxxx S PTD Y SEE NOTE 2
9. NON DESTRUCTIVE TEST MANUAL G 1 xxxxxx Y PTD Y
(NDT)
10. MAINTENANCE PROGRAM DOCUMENT G 1 xxxxxx S PTD Y SEE NOTE 3
(MPD)
11. FAA OR DOT AIRPLANE FLIGHT C 1 xxxxxx S ATD N
MANUAL (AFM)
12. WEIGHT & BALANCE MANUAL G 1 xxxxxx Y ATD Y
13. MASTER MINIMUM EQUIPMENT LIST G 1 xxxxxx S ASAP N
(MMEL)
14. QUICK REFERENCE HANDBOOK C 1 xxxxxx S ATD N
15. FLIGHT CREW OPERATING MANUAL C 1 xxxxxx S ATD N SEE NOTE 1
(FCOM)
16. MAINTENANCE TASK CARDS C 3 xxxxxx S PTD N
17. ACCESS PANELS AND G 1 xxxxxx N PTD N
DOORS/COMPONENT LOCATION
MANUAL
18. FLIGHT PLANNING & CRUISE G 1 xxxxxx S ASAP N
CONTROL MANUAL
19. AIRCRAFT CHARACTERISTICS FOR G 1 xxxxxx N ASAP N SEE NOTE 4
AIRPORT PLANNING
20. ON-BOARD WIRING DIAGRAM BOOK C 3 xxxxxx N ATD N SEE NOTE 5
21. MAINTENANCE FACILITIES & G 1 xxxxxx S ASAP N
EQUIPMENT PLANNING MANUAL
22. SYSTEM SCHEMATIC MANUAL (SSM) G 1,2 xxxxxx Y ATD Y SEE NOTE 1
23. PASSENGER INFORMATION SHEET G 3 xxxxxx S ATD N SEE NOTE 6
24. PILOT CHECKLIST C 4 xxxxxx S ATD N
25. CRASH CREW CHART G 4 xxxxxx S ATD N
26. DISPATCH DEVIATION GUIDE G 1 xxxxxx S PTD N
NOTE 1:REVISION SERVICE
x A. Revision services shall be available without
charge for xxxxxx following the Delivery Date
of Buyer's first Aircraft. Subsequent revision
service shall be provided dependent upon
incorporation of Bombardier issued Service Bulletins.
B. Revisions to the Technical Data to reflect the
Aircraft at Delivery Date shall be provided to Buyer
within six (6) months 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, Bombardier shall incorporate in the applicable
documents all applicable Bombardier 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 Bombardier in writing that one configuration
is no longer required.
August 02, 2000
Atlantic Coast Airlines
515A Shaw Road,
Dulles, Virginia,
U.S.A. 20166
Gentlemen,
Letter Agreement No. 001B to Purchase Agreement No. PA-0454
dated July 29, 1999 (the "Agreement" between Bombardier Inc.
("Bombardier") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of thirty-six (36) Canadair Regional Jet
Aircraft (the "Aircraft")
This Letter Agreement No. 001B dated August 02, 2000 cancels
and supersedes Letter Agreement No. 001A dated September, 24,
1999.
Subject: Credit Memoranda
1.0 This letter constitutes an integral part of the Agreement
and evidences our further agreement with the matters set
forth below. All terms used herein and in the Agreement
and not defined herein, shall have the same meaning as in
the Agreement.
2.0 In consideration of Buyer having entered into the above
referenced Agreement for the purchase of thirty-six (36)
Aircraft, Bombardier will issue to Buyer, upon delivery
and payment of the price of the Aircraft in accordance
with the Agreement, a credit memorandum in the amount of
xxxxxx.
3.0 xxxxxx The credit memorandum will xxxxxx be adjusted on
the same pro-rata percentage calculation as other aircraft
price changes due to changes in the Specification or Buyer
selected optional features as otherwise provided for in
this Agreement. The credit memorandum, as adjusted, will
collectively be known as the "Credit Memoranda".
4.0 In the event of the Termination of the Agreement, this
Letter Agreement shall become automatically null and void
with respect to any undelivered Aircraft.
5.0 The provisions of this Letter Agreement are personal to
Buyer and shall not be assigned or otherwise disposed of
by Buyer, except as required for financing purposes in
accordance with Letter Agreement No. 004 (Financing) and
except as part of an assignment of the Agreement as
expressly permitted in Article 20 of the Agreement,
without the prior written consent of Bombardier.
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.
Yours truly,
BOMBARDIER INC.
________________________ Date:_____________
H. Anne Woodyatt
Director, Contracts
Acknowledged and Accepted
Atlantic Coast Airlines
________________________ Date:_____________
Name:
Title:
August 2, 2000
Atlantic Coast Airlines
515A Shaw Road
Dulles, Virginia,
U.S.A. 20166
Gentlemen,
Letter Agreement No. 002A to Purchase Agreement No. PA-0454 dated
July 29, 1999 (the "Agreement" between Bombardier Inc.
("Bombardier") and Atlantic Coast Airlines ("Buyer") relating to the
purchase of thirty-six (36) Canadair Regional Jet Aircraft (the
"Aircraft")
This Letter Agreement No. 002A dated August 02, 2000 cancels and
supersedes Letter Agreement No. 002 dated July 29, 1999.
Subject: Assignment
Gentlemen:
This letter constitutes an integral part of the Agreement and
evidences 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 meaning as in the Agreement.
1.0 Buyer shall have the right to assign its right to purchase and
to lease any or all of the Aircraft to a new corporation to be
formed in the U.S. ("Newco") subject to:
(i) Newco shall be a U.S. citizen and an entity in which Buyer
has at the time of the assignment a controlling interest;
(ii) section 1110 of the U.S. Bankruptcy Code applies;
(iii) the provisions of Articles 20.1, 20.2, 20.3 of the
Agreement
(iv) the condition that all financings will either be the
direct obligation of Buyer or guaranteed by Buyer; and
(v) additional reasonable terms and conditions required due to
the different structure of the transaction and aircraft
operations following disclosure and due diligence of the
transaction envisaged.
2.0 Subject to the satisfaction of the foregoing, the assignment
pursuant to section 1.0 hereof shall then be an assignment
permitted pursuant to the terms of Article 20 of the Agreement,
such that Newco will be entitled to all individual Aircraft
benefits and obligations as contained in the Agreement. xxxxxx
3.0 Notwithstanding the provisions of Article 20 of the Agreement,
paragraph 3.0 of Letter Agreement 006, or any other terms of
the Agreement or any Letter Agreement limiting the right to
Assignment, Buyer shall have the right to assign its right to
purchase and to lease any or all of the Aircraft, and all
rights pertaining thereto pursuant to this Agreement, and/or
may sell any of the Aircraft or assign the leases of any of the
Aircraft, to Atlantic Coast Jet, Inc. a Delaware corporation
("ACJet"). ACJet, as assignee, will be entitled to all
individual Aircraft benefits and obligations as contained in
this Agreement including all Letter Agreements, and Buyer shall
have no further claim with respect to such assigned benefits.
The assignment of an Aircraft fleet benefits is approved,
provided that ACJet is a wholly owned subsidiary or affiliate
of Buyer at the time of assignment, and provided that if the
liabilities of Bombardier are increased as a result of ACJet
operating any of the Aircraft separate from Buyer, appropriate
adjustments will be made as mutually agreed by the parties on a
case by case basis. In the event that in the future ACJet
ceases to be a wholly owned subsidiary or affiliate of Buyer,
ongoing rights and obligations under Aircraft fleet benefits
and obligations will be mutually agreed by the parties on a
case by case basis, xxxxxx
4.0 Notwithstanding the provisions of Article 20 of the Agreement,
paragraph 3.0 of Letter Agreement 006, or any other terms of
the Agreement or any Letter Agreement limiting the right to
Assignment, Buyer shall have the right to assign its right to
purchase and to lease any or all of the Aircraft, and all
rights pertaining thereto pursuant to this Agreement, and/or
may sell any of the Aircraft or assign the leases of any of the
Aircraft, to xxxxxx Any of such assignees will be entitled to
all individual Aircraft benefits and obligations as contained
in this Agreement including all Letter Agreements, and Buyer
shall have no further claim with respect to such assigned
benefits and obligations. xxxxxx, the assignability or the
extent thereof of any Aircraft fleet benefits and obligations
or total transaction concessions provided to Buyer pursuant to
the Agreement, will be mutually agreed by the parties on a case
by case basis.
5.0 In the event of the termination of the Agreement, this
Letter Agreement shall become automatically null and void
with respect to any undelivered Aircraft.
6.0 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 Bombardier.
Yours very truly,
BOMBARDIER INC.
H. Anne Woodyatt
Director, Contracts
Acknowledged and Accepted
Atlantic Coast Airlines
Kerry B. Skeen
President & C.E.O.
July 29, 1999
Atlantic Coast Airlines
515A Shaw Road,
Sterling, Virginia,
U.S.A. 20166
Gentlemen,
x Letter Agreement No. 004 to Purchase Agreement No. PA-0454
dated July 29, 1999 (the "Agreement") between Bombardier Inc.
("Bombardier") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of thirty-six (36) Canadair Regional Jet
Aircraft (the "Aircraft")
Subject: Financing
1.0 This letter constitutes an integral part of the Agreement and
evidences our further agreement with the matters set forth
below. All terms used herein and in the Agreement and not
defined herein, shall have the same meaning as in the
Agreement.
1.1 This Letter Agreement describes the general terms and
conditions of the financing assistance to be provided by
Bombardier to Buyer. xxxxxx
2.3 xxxxxx
3.0 xxxxxx
x4.0 xxxxxx
5.0 In the event of the termination of the Agreement pursuant to
Article 16.1 or 16.2 as a result of a default or breach of this
Agreement by Buyer, this Letter Agreement shall become
automatically null and void with respect to any undelivered
Aircraft.
6.0 The provisions of this Letter Agreement are personal to Buyer
and shall not be assigned or otherwise disposed of by Buyer
except as part of an assignment of the Agreement expressly
permitted by Article 20 of the Agreement.
xxxxxx
5.0 The provisions of this Letter Agreement are personal to
Buyer and shall not be assigned or otherwise disposed of
by Buyer except as part of an assignment of the Agreement
expressly permitted by Article 20 of the Agreement.
6.0 This Letter Agreement constitutes an integral part of the
Agreement and subject to the terms and conditions
contained therein.
x 7.0 In the event of the Termination of the Agreement,
this Letter Agreement shall become automatically null and
void with respect to undelivered Aircraft.
Attachment No. 9 to C.C.O. No. 2 dated August 2, 2000
Letter Agreement 006
Spares Credit
xx 3.0 In consideration of Buyer having entered into the above
referenced Agreement, Bombardier will issue to Buyer, upon
delivery and payment of the price of each of the Aircraft in
accordance with the Agreement, a xxxxxx credit memorandum in
the amount of xxxxxx (the "Additional xxxxxx Credit
Memorandum"). No adjustment in the Credit Memorandum as
identified in Letter Agreement No. 1 will be made in exchange
for the issuance of this Additional xxxxxx Credit Memorandum.
xxxxxx
x 4.0 The provisions of this Letter Agreement are personal to
Buyer and shall not be assigned or otherwise disposed of by
Buyer except as part of an assignment of the Agreement
expressly permitted in Article 20 of the Agreement.
x 5.0 This Letter Agreement constitutes an integral part of the
Agreement and subject to the terms and conditions contained
therein.
x 6.0 In the event of the Termination of the Agreement, this
Letter Agreement shall become automatically null and void with
respect to any undelivered Aircraft.
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.
Yours very truly,
BOMBARDIER INC.
________________________ Date:_____________
Michel Bourgeois
Vice President, Contracts
Acknowledged and Accepted
Atlantic Coast Airlines
________________________ Date:_____________
Kerry B. Skeen
President & C.E.O.
Attachment No. 10 to C.C.O. No. 2 dated August 2, 2000
Letter Agreement 009
Reconciliation
x xxxxxx
x3.0 xxxxxx
4.0 This letter constitutes an integral part of the Agreement and
evidences our further agreement with the matters set forth
below. All terms used herein and in the Agreement and not
defined herein, shall have the same meaning as in the Agreement.
5.0 The provisions of this Letter Agreement are personal to Buyer
and shall not be assigned or otherwise disposed of by Buyer
except as part of an assignment of the Agreement (in whole not
in part) expressly permitted under Article 20 of the Agreement
and otherwise such consent shall not be unreasonably withheld.
6.0 In the event of the Termination of the Agreement, this Letter
Agreement shall become automatically null and void with respect
to any undelivered Aircraft.
August 02, 2000
Atlantic Coast Airlines
515A Shaw Road,
Sterling, Virginia,
U.S.A. 20166
Gentlemen,
Letter Agreement No. 012 to Purchase Agreement No. PA-0454 dated
July 29, 1999 (the "Agreement"), as amended, between Bombardier Inc.
("Bombardier") and Atlantic Coast Airlines ("Buyer") relating to the
purchase of thirty-six (36) Canadair Regional Jet Aircraft (the
"Aircraft")
Subject: Additional Option Aircraft
1.0 This letter constitutes an integral part of the Agreement and
evidences our further agreement with the matters set forth
below. All terms used herein and in the Agreement and not
defined herein, shall have the same meaning as in the
Agreement.
2.0 In consideration of Buyer having entered into the above
referenced Agreement, Bombardier will grant to Buyer the right
to purchase forty (40) Aircraft (the "Option Aircraft") in
accordance with the following general conditions:
(a) Number of Option Aircraft
The Scheduled Delivery Dates of the Option Aircraft are
follows:
xxxxxx
N.B. Notwithstanding the Delivery Schedule, as amended, prior to CCO
No. 2 becoming a firm agreement for the Conditional Aircraft,
Bombardier agrees to provide xxxxxx delivery positions for the
Option Aircraft in xxxxxxx,with a corresponding reduction in
delivery positions for the Option Aircraft xxxxxx and a
corresponding advancement of xxxxxxx Option Aircraft delivery
positions.
(b) Terms
(i) The Option Aircraft will be as described in Article 2
of the Agreement.
(ii) (a) The base price for each of the Option Aircraft
(excluding the Buyer Selected Optional Features) Ex
Works (Incoterms 1990) Bombardier's offices or
premises in Montreal, Province of Quebec, Canada, is
xxxxxx
(b) The base price of the Buyer Selected Optional
Features is xxxxxx
The Option Aircraft base price shall be the base
price for the Option Aircraft as stated in paragraph
(b)(ii)(a) above, plus the base price of the Buyer
Selected Optional Features as stated in paragraph
(b)(ii)(b) above (the "Option Aircraft Base Price").
The price of the Option Aircraft (the "Option
Aircraft Purchase Price") shall be the Option
Aircraft Base Price adjusted to xxxxxx
(iii) As consideration for this option, Buyer shall
make or cause to make payment to Bombardier xxxxxx
per Option Aircraft (the "Option Deposit") upon
execution of CCO No. 2, for a total amount of xxxxxx
The amount of xxxxxx.
(iv) Unless expressly provided for in the Agreement, the
terms and conditions of the Agreement (including
Letter Agreements, except as noted below) shall apply
mutatis mutandis to the Option Aircraft, with the
exception that the provisions with respect to Annex A
training courses as specified in Article 3.2.4 of the
Agreement (Flight Attendant Courses), shall not apply
to the Option Aircraft.
(v) The following Letter Agreement shall not apply to the
Option Aircraft and is hereby excluded:
Letter Agreement No. 012 (Additional Option Aircraft)
(vi) Letter Agreement No. 008A (Schedule Completion Rate),
Letter Agreement No. 009E (Airframe Direct
Maintenance Cost) and Letter Agreement No. 006
(Operational Restrictions) of purchase agreement no.
RJ-0350 dated January 8, 1997, as amended through CCO
No. 17 to such purchase agreement, shall apply
mutatis mutandis to the Option Aircraft, with
specific terms for Option Aircraft as set out
therein.
(vii) Option Aircraft will receive pricing and credit memoranda
as provided for the Aircraft, including the credit memoranda
specified in paragraph 2.0 of Letter Agreement No. 001B
(Credit Memoranda), and the Additional xxxxxx Credit
Memorandum specified in paragraph 3.0 of Letter Agreement
006 (Spares Credit).
(c) Option Aircraft Payment Terms
Terms of payment for each of the Option Aircraft shall be
as set forth for the Aircraft in Article 5.2 of the
Agreement as amended by CCO No. 2 (and attached thereto as
Attachment 1) with the exception that the xxxxxx payments
required pursuant to Article 5.2.3 (a) and (b) with
respect to the firm Aircraft shall be paid by Buyer for
each of the Option Aircraft xxxxxx the Scheduled Delivery
Date of the applicable Aircraft .
(d) Exercise Procedures
Timing and procedures for the exercise of Option Aircraft
shall be as follows:
(i) The Option Aircraft will be exercised as individual aircraft,
with Buyer providing written notice of its intention to do so
("Notice of Intention") xxxxxx the first day of the month of
the Scheduled Delivery Date of the applicable Option Aircraft,
at which point the Option Deposit for the applicable Option
Aircraft will become non-refundable, and a definitive
irrevocable, written exercise xxxxxx the first day of the month
of the Scheduled Delivery Date of the applicable Option Aircraft.
(ii) Additional Option Aircraft. Upon receipt of Buyer's
definitive irrevocable written exercise of any Option
Aircraft or Buyer's failure to exercise an Option
Aircraft at the required time, Buyer shall be granted
a right to purchase an additional Option Aircraft (an
"Additional Option Aircraft"), the xxxxxx of which
will have delivery positions at the rate of xxxxxx
commencing in the xxxxxx of the Option Aircraft, as
may have been adjusted. The subsequent Additional
Option Aircraft will have delivery positions to be
provided by Bombardier subject to availability taking
into account Bombardier's then production rate and
commitments. The terms and conditions for the
Additional Option Aircraft will be the same as those
for the Option Aircraft with the following
exceptions: xxxxxx
3.0 Bombardier will, upon payment for and delivery of each Option
Aircraft, xxxxxx, extend the term of Article 1.2.2 of Annex A
of the Agreement (the Field Service Representative ("FSR")) by
xxxxxx.
4.0 In the event of the Termination of the Agreement, this Letter
Agreement shall become automatically null and void.
5.0 Upon exercise of Buyer's rights to purchase in accordance with
this Letter Agreement, the parties shall amend the Agreement or
enter into an additional purchase agreement in order to give
effect to the purchase of Option Aircraft or Additional Option
Aircraft in accordance with the terms and conditions hereof.
7.0 The provisions of this Letter Agreement are personal to Buyer
and, except as part of an assignment of the Agreement as
expressly permitted by the provisions in Article 20 of the
Agreement, shall not be assigned or otherwise disposed of by
Buyer without the prior written consent of Bombardier.
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.
Yours truly,
BOMBARDIER INC.
________________________ Date:_____________
H. Anne Woodyatt
Director, Contracts
Acknowledged and Accepted
ATLANTIC COAST AIRLINES
________________________ Date:_____________
Kerry B. Skeen
President and C.E.O.
CONTRACT CHANGE ORDER
PURCHASER: Atlantic Coast Airlines
PURCHASE AGREEMENT NO.: PA-0454 (the "Agreement") AIRCRAFT TYPE: CRJ
C.C.O. NO.: 3 DATED:
December 6, 2000
PAGES: 8
REASON FOR CHANGE
To amend the Agreement to provide Buyer with a revised Option
Aircraft delivery schedule and a new rate for delivery of the
Additional Option Aircraft.
PAGES TO BE SUBSTITUTED NEW/REVISED PAGES
Letter Agreement No. 012A Attachment No. 1 to CCO No. 3
DESCRIPTION OF CHANGE:
Letter Agreement No. 012A - (Additional Option Aircraft)
Letter Agreement No. 012 is hereby deleted and replaced in its
entirety by Letter Agreement No.012A to (i) provide Buyer with a
revised Option Aircraft delivery schedule for the forty (40) Option
Aircraft by adding xxxxxx, (ii) xxxxxx, and (iii) xxxxxx
EXCEPT AS SET FORTH ABOVE OR IN THE ATTACHMENTS HERETO, ALL OTHER
TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN UNCHANGED
FOR AND ON BEHALF OF: FOR AND ON BEHALF OF:
Bombardier Inc. Atlantic Coast Airlines
Bombardier Aerospace
Regional Aircraft
Signed: "Scott Preece" Signed: "Richard Kennedy"
Scott Preece Name: Richard Kennedy
Manager, Contracts Title: Vice President,
General Counsel &
Secretary
Date: December 6, 2000 Date: December 6, 2000
December 6, 2000
Atlantic Coast Airlines
515A Shaw Road,
Sterling, Virginia,
U.S.A. 20166
Gentlemen,
Letter Agreement No. 012A to Purchase Agreement No. PA-0454 dated
July 29, 1999 (the "Agreement"), as amended, between Bombardier Inc.
("Bombardier") and Atlantic Coast Airlines ("Buyer") relating to the
purchase of thirty-six (36) Canadair Regional Jet Aircraft (the
"Aircraft")
This Letter Agreement No. 012A dated December 6, 2000 cancels and
supersedes Letter Agreement No. 012 dated August 2, 2000.
Subject: Additional Option Aircraft
1.0 This letter constitutes an integral part of the Agreement and
evidences our further agreement with the matters set forth
below. All terms used herein and in the Agreement and not
defined herein, shall have the same meaning as in the
Agreement.
2.0 In consideration of Buyer having entered into the above
referenced Agreement, Bombardier will grant to Buyer the right
to purchase forty (40) additional Aircraft (the "Option
Aircraft") in accordance with the following general conditions:
(a) Number of Option Aircraft
The Scheduled Delivery Dates of the Option Aircraft are
follows:
xxxxxx
(b) Terms
(i) The Option Aircraft will be as described in Article 2
of the Agreement.
(ii) (a) The base price for each of the Option Aircraft
(excluding the Buyer Selected Optional Features) Ex
Works (Incoterms 1990) Bombardier's offices or
premises in Montreal, Province of Quebec, Canada, is
xxxxxx .
(b) The base price of the Buyer Selected Optional
Features is xxxxxx
The Option Aircraft base price shall be the base
price for the Option Aircraft as stated in paragraph
(b)(ii)(a) above, plus the base price of the Buyer
Selected Optional Features as stated in paragraph
(b)(ii)(b) above (the "Option Aircraft Base Price").
The price of the Option Aircraft (the "Option
Aircraft Purchase Price") shall be the Option
Aircraft Base Price adjusted to xxxxxx
(iii) As consideration for this option, Buyer shall
make or cause to make payment to Bombardier xxxxxx
per Option Aircraft (the "Option Deposit") upon
execution of CCO NO. 2, for a total amount of xxxxxx.
The amount of xxxxxx
(iv) Unless expressly provided for in the Agreement, the
terms and conditions of the Agreement (including
Letter Agreements, except as noted below) shall apply
mutatis mutandis to the Option Aircraft, with the
exception that the provisions with respect to Annex A
training courses as specified in Article 3.2.4 of the
Agreement (Flight Attendant Courses), shall not apply
to the Option Aircraft.
(v) The following Letter Agreement shall not apply to the
Option Aircraft and is hereby excluded:
Letter Agreement No. 012 (Additional Option Aircraft)
(vi) Letter Agreement No. 008A (Schedule Completion Rate),
Letter Agreement No. 009E (Airframe Direct
Maintenance Cost) and Letter Agreement No. 006
(Operational Restrictions) of purchase agreement no.
RJ-0350 dated January 8, 1997, as amended through CCO
No. 17 to such purchase agreement, shall apply
mutatis mutandis to the Option Aircraft, with
specific terms for Option Aircraft as set out
therein.
(viii) Option Aircraft will receive pricing and credit memoranda
as provided for the Aircraft, including the credit
memoranda specified in paragraph 2.0 of Letter Agreement
No. 001B (Credit Memoranda), and the Additional xxxxxx
Credit Memorandum specified in paragraph 3.0 of Letter
Agreement 006 (Spares Credit).
(c) Option Aircraft Payment Terms
Terms of payment for each of the Option Aircraft shall be
as set forth for the Aircraft in Article 5.2 of the
Agreement as amended by CCO No. 2 (and attached thereto as
Attachment 1) with the exception that the xxxxxx payments
required pursuant to Article 5.2.3 (a) and (b) with
respect to the firm Aircraft shall be paid by Buyer for
each of the Option Aircraft xxxxxx the Scheduled Delivery
Date of the applicable Aircraft .
(d) Exercise Procedures
Timing and procedures for the exercise of Option Aircraft
shall be as follows:
(ii) The Option Aircraft will be exercised as individual
aircraft, with Buyer providing written notice of its
intention to do so ("Notice of Intention") xxxxxx the first
day of the month of the Scheduled Delivery Date of the
applicable Option Aircraft, at which point the Option Deposit
for the applicable Option Aircraft will become non-refundable,
and a definitive irrevocable, written exercise xxxxxx the
first day of the month of the Scheduled Delivery Date of the
applicable Option Aircraft.
(ii) Additional Option Aircraft. Upon receipt of Buyer's
definitive irrevocable written exercise of any Option
Aircraft or Buyer's failure to exercise an Option
Aircraft at the required time, Buyer shall be granted
a right to purchase an additional Option Aircraft (an
"Additional Option Aircraft"), xxxxxx of which will
have delivery positions commencing in the xxxxx The
subsequent Additional Option Aircraft will have
delivery positions to be provided by Bombardier
subject to availability taking into account
Bombardier's then production rate and commitments.
The terms and conditions for the Additional Option
Aircraft will be the same as those for the Option
Aircraft with the following exceptions: xxxxxx
3.0 Bombardier will, upon payment for and delivery of each Option
Aircraft, xxxxxx, extend the term of Article 1.2.2 of Annex A
of the Agreement (the Field Service Representative ("FSR")) by
xxxxxx
4.0 In the event of the Termination of the Agreement, this Letter
Agreement shall become automatically null and void.
5.0 Upon exercise of Buyer's rights to purchase in accordance with
this Letter Agreement, the parties shall amend the Agreement or
enter into an additional purchase agreement in order to give
effect to the purchase of Option Aircraft or Additional Option
Aircraft in accordance with the terms and conditions hereof.
6.0 The provisions of this Letter Agreement are personal to Buyer
and, except as part of an assignment of the Agreement as
expressly permitted by the provisions in Article 20 of the
Agreement, shall not be assigned or otherwise disposed of by
Buyer without the prior written consent of Bombardier.
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.
Yours truly,
BOMBARDIER INC.
"Scott Preece" Date: December 6, 2000
Scott Preece
Manager, Contracts
Acknowledged and Accepted
ATLANTIC COAST AIRLINES
"Richard Kennedy" Date: December 6, 2000
Name: Richard Kennedy
Title: Vice President, General Counsel and Secretary
CONTRACT CHANGE ORDER
PURCHASER: Atlantic Coast Airlines
PURCHASE AGREEMENT NO.: PA-0454 (the "Agreement") AIRCRAFT TYPE: CRJ
C.C.O. NO.: 4 DATED: November 7, 2001
PAGES: 3
REASON FOR CHANGE:
To amend the Agreement to (i) add Paint Scheme - ACA - United
Express, G1 Galley - Stowable Work Shelf, and FMS - Single, ACARS
Compatible (Collins FMS-4200) to the list of Buyer Selected Optional
Features, and (ii) delete Paint Scheme and FMS - Single Collins FMS
4200 from the list of Buyer Selected Optional Features.
PAGES TO BE SUBSTITUTED: NEW/REVISED PAGES:
Purchase Agreement, page 54 Attachment No. 1 to CCO No. 4
DESCRIPTION OF CHANGE:
P.A., page 54 - Appendix IV (Buyer Selected Optional Features)
The Buyer Selected Optional Features are amended by: (i) deleting CR
Ref. N 11-300 (Paint Scheme) and replacing it with CR Ref. N 25-060
(Paint Scheme - ACA - United Express) xxxxxx, (ii) replacing CR Ref.
N 25-31-320 with CR Ref. N 25-31-301, (iii) adding CR Ref. N 25-31-
306 (G1 Galley - Stowable Work Shelf) xxxxxx, and (iv) deleting CR
Ref. N 34-330 (FMS - Single Collins FMS-4200) and replacing it with
CR Ref. N 34-335 (FMS - Single, ACARS Compatible (Collins FMS-4200))
xxxxxx.
EXCEPT AS SET FORTH ABOVE OR IN THE ATTACHMENTS HERETO, ALL
OTHER TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN
UNCHANGED
FOR AND ON BEHALF OF: FOR AND ON BEHALF OF:
Bombardier Inc. Atlantic Coast Airlines
Bombardier Aerospace
Regional Aircraft
Signed: "Scott Preece" Signed: "Richard Kennedy"
Scott Preece Name: Richard J.
Kennedy
Manager, Contracts Title: Vice President
and Secretary
Date: November 7, 2001 Date: November 15, 2001
APPENDIX IV
BUYER SELECTED OPTIONAL FEATURES
CS :
A7553 Bx Option Description Price in
CR Ref. N Jan 1999
US
Dollars
00-008 PERFORMANCE - EXTENDED RANGE xxxxxx
00-312 ADDITIONAL FLAP SETTING, 8 DEG TAKE-OFF xxxxxx
00-313 CERTIFICATION - FAA STRAPPING xxxxxx
25-060 PAINT SCHEME - ACA - UNITED EXPRESS xx xxxxxx
x
25-22-301 IN-ARM MEAL TRAYS IN ROW 1 xxxxxx
25-22-302 UNDERSEAT LIFE VEST POUCHES xxxxxx
25-22-304 RECLINING PASSENGER SEATS xxxxxx
25-24-301 ENTRANCE STORAGE COMPARTMENT xxxxxx
25-26-301 PARTITION - LHD WINDSCREEN xxxxxx
25-26-302 PARTITION - RHD WINDSCREEN xxxxxx
25-31-301 G1 GALLEY: PROVISIONS FOR SNACK & HOT xxxxxx
x BEVERAGE SERVICE
25-31-306 G1 GALLEY - STOWABLE WORK SHELF xxxxxx
xxx
25-34-310 STANDARD BEVERAGE MAKER - COFFEE (QTY 2) xxxxxx
30-001 ICE DETECTION - RED WARNING LIGHT xxxxxx
31-320 EICAS 2000 xxxxxx
31-340 DFDR 88 PARAMETERS xxxxxx
33-003 RED BEACON LIGHTS xxxxxx
33-310 TAIL LOGO LIGHTS xxxxxx
33-320 CARGO DOOR FLOODLIGHTS xxxxxx
34-328 EGPWS - ENHANCED GROUND PROXIMITY WARNING xxxxxx
SYSTEM
34-335 FMS - SINGLE, ACARS COMPATIBLE (COLLINS FMS- xxxxxx
x 4200)
34-350 GPS - SINGLE COLLINS GPS-4000 xxxxxx
34-353 VHF NAV - FM IMMUNITY (VIR-432+) xxxxxx
34-362 ALTIMETER - BARO SETTING REMINDER xxxxxx
35-004 EROS MAGIC MASK (THREE) xxxxxx
38-313 8 US GAL. GALLEY WATER/WASTE TANK SYSTEM xxxxxx
(WITH G1 GALLEY SELECTION)
AMI PILOT & CO-PILOT SEAT xxxxxx
Total Technical Features xxxxxx
xxxxx
All prices listed above are expressed in January 1,
1999 US dollars, and are subject to economic
adjustment to the date of aircraft delivery as
provided in the Agreement.
CONTRACT CHANGE ORDER
PURCHASER: Atlantic Coast Airlines
PURCHASE AGREEMENT NO.: PA-0454 (the "Agreement") AIRCRAFT TYPE:
CRJ-200
C.C.O. NO.: 5 DATED:
December 20, 2001
PAGES: 15
REASON FOR CHANGE
To amend the Agreement by (i) revising the Delivery Schedule and
(ii) introducing Letter Agreement No. 013 to provide amended terms
and conditions relating to the xxxxxx built aircraft bearing
manufacturer serial numbers xxxxxx and xxxxx being the xxxxxx to be
delivered under the Agreement (the "Built Aircraft") which are
referenced in the proposal letter dated December 20, 2001 executed
by Buyer and Bombardier.
PAGES TO BE SUBSTITUTED NEW/REVISED PAGES
Purchase Agreement page 52 Attachment No. 1 to CCO No. 5
Purchase Agreement pages C-23 and C-24 Attachment No. 2 to CCO No. 5
Letter Agreement No. 013 Attachment No. 3 to CCO No. 5
DESCRIPTION OF CHANGE:
P.A. Page 52 - Appendix II (Delivery Schedule)
Appendix II (Delivery Schedule) is deleted in its entirety and
replaced by Attachment No. 1 hereto.
P.A. Pages C-23 and C-24 - Attachment A (List of Technical Data,
Column Heading Explanation of Codes and Technical Data)
The definition of ATD found in Item 6 is amended by deleting the
word "first" and replacing it with the word "second". In addition,
the definition of PTD found in Item 6 is amended by deleting the
words "each or the first" and replacing them with the words "the
second or each subsequent".
The last sentence on page C-23 is amended by deleting the word
"first" from the first line and replacing it with the word "second".
Note 1: A. is amended by deleting the word "first" from the second
line and replacing with the word "second".
Letter Agreement No. 013 - (Built Aircraft)
Letter Agreement No. 013 is introduced to provide amended terms and
conditions relating to the Built Aircraft and is set forth in
Attachment No. 2 hereto.
This CCO No. 5 is conditional upon Buyer executing CCO No. 19 to
Purchase Agreement No. 0350 failing which this CCO shall become null
and void.
EXCEPT AS SET FORTH ABOVE OR IN THE ATTACHMENTS HERETO, ALL OTHER
TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN UNCHANGED
FOR AND ON BEHALF OF: FOR AND ON BEHALF OF:
Bombardier Inc. Atlantic Coast Airlines
Bombardier Aerospace
Regional Aircraft
Signed: "Scott Preece" Signed: "Rick Kennedy"
Date: December 20, 2001 Date: December 21, 2001
APPENDIX II
DELIVERY SCHEDULE
First Aircraft xxxxxx
Second Aircraft xxxxxx
Third Aircraft xxxxxx
Fourth Aircraft xxxxxx
Fifth Aircraft xxxxxx
Sixth Aircraft xxxxxx
Seventh Aircraft xxxxxx
Eighth Aircraft xxxxxx
Ninth Aircraft xxxxxx
Tenth Aircraft xxxxxx
Eleventh Aircraft xxxxxx
Twelfth Aircraft xxxxxx
Thirteenth Aircraft xxxxxx
Fourteenth Aircraft xxxxxx
Fifteenth Aircraft xxxxxx
Sixteenth Aircraft xxxxxx
Seventeenth Aircraft xxxxxx
Eighteenth Aircraft xxxxxx
Nineteenth Aircraft xxxxxx
Twentieth Aircraft xxxxxx
Twenty-first Aircraft xxxxxx
Twenty-second Aircraft xxxxxx
Twenty-third Aircraft xxxxxx
Twenty-fourth Aircraft xxxxxx
Twenty-fifth Aircraft xxxxxx
Twenty-sixth Aircraft xxxxxx
Twenty-seventh Aircraft xxxxxx
Twenty-eighth Aircraft xxxxxx
Twenty-ninth Aircraft xxxxxx
Thirtieth Aircraft xxxxxx
Thirty-first Aircraft xxxxxx
Thirty-second Aircraft xxxxxx
Thirty-third Aircraft xxxxxx
Thirty-fourth Aircraft xxxxxx
Thirty-fifth Aircraft xxxxxx
Thirty-sixth Aircraft xxxxxx
ATTACHMENT A
LIST OF TECHNICAL DATA
COLUMN HEADING EXPLANATION OF CODES
ITEM
1 DOC DOCUMENT
Title of Technical Data provided.
2 CONFIG CONFIGURATION
G = Contains data common to all aircraft of the same type
(Generic).
C = Contains data unique to Buyer's Aircraft (Customized).
3 MEDIUM Buyer selects one of the following media specified
in the table:
1 = Print two sides
2 = Microfilm
3 = Print one side
4 = Laminated Cardboard
4 REVISION Y = Periodic revision service applies
N = Revision service not applicable
S = Revised as required by Bombardier
5 QUANTITY
(Number) = Quantity per the Agreement
(Number) PER = Quantity per Aircraft
6 DELIVERY
x ATD = At time of the Delivery Date of the
second Aircraft.
x PTD = Prior to the Delivery Date of the
second or each subsequent Aircraft
(as applicable).
7 ATA Y = Document is per ATA Specification 100,
Revision 26.
N = Document is to Bombardier's existing
commercial practices.
x With the delivery of the second Aircraft, Bombardier will
provide to Buyer at no additional charge one set of the
technical manuals listed below
TECHNICAL DATA
REGIONAL JET
ITEM DOC CONF MEDIUM QTY REV DEL ATA REMARKS
1. AIRCRAFT MAINTENANCE MANUAL G 1,2 xxxxxx Y PTD Y
(AMM)
2. ILLUSTRATED PARTS G 1,2 xxxxxx Y PTD Y
MANUAL/CATALOG (IPC)
3. STRUCTURAL REPAIR MANUAL G 1,2 xxxxxx Y PTD Y
(SRM)
4. COMPONENT MAINTENANCE MANUAL G 1,2 xxxxxx Y PTD Y
(CMM)
5. POWER PLANT BUILD-UP MANUAL G 1,2 xxxxxx Y PTD Y
6. WIRING DIAGRAM MANUAL C 1,2 xxxxxx Y PTD Y
7. ILLUSTRATED TOOL & EQUIPMENT G 1,2 xxxxxx Y PTD Y
MANUAL (ITEM)
8. SERVICE BULLETINS G 1 xxxxxx S PTD Y SEE NOTE 2
9. NON DESTRUCTIVE TEST MANUAL G 1 xxxxxx Y PTD Y
10. MAINTENANCE PROGRAM DOCUMENT G 1 xxxxxx S PTD Y SEE NOTE 3
(MPD)
11. FAA OR DOT AIRPLANE FLIGHT C 1 xxxxxx S ATD N
MANUAL (AFM)
12. WEIGHT & BALANCE MANUAL G 1 xxxxxx Y ATD Y
13. MASTER MINIMUM EQUIPMENT LIST G 1 xxxxxx S ASAP N
(MMEL)
14. QUICK REFERENCE HANDBOOK C 1 xxxxxx S ATD N
15. FLIGHT CREW OPERATING MANUAL C 1 xxxxxx S ATD N SEE NOTE 1
(FCOM)
16. MAINTENANCE TASK CARDS C 3 xxxxxx S PTD N
17. ACCESS PANELS AND G 1 xxxxxx N PTD N
DOORS/COMPONENT LOCATION
MANUAL
18. FLIGHT PLANNING & CRUISE G 1 xxxxxx S ASAP N
CONTROL MANUAL
19. AIRCRAFT CHARACTERISTICS FOR G 1 xxxxxx N ASAP N SEE NOTE 4
AIRPORT PLANNING
20. ON-BOARD WIRING DIAGRAM BOOK C 3 xxxxxx N ATD N SEE NOTE 5
21. MAINTENANCE FACILITIES & G 1 xxxxxx S ASAP N
EQUIPMENT PLANNING MANUAL
22. SYSTEM SCHEMATIC MANUAL (SSM) G 1,2 xxxxxx Y ATD Y SEE NOTE 1
23. PASSENGER INFORMATION SHEET G 3 xxxxxx S ATD N SEE NOTE 6
24. PILOT CHECKLIST C 4 xxxxxx S ATD N
25. CRASH CREW CHART G 4 xxxxxx S ATD N
26. DISPATCH DEVIATION GUIDE G 1 xxxxxx S PTD N
NOTE 1:REVISION SERVICE
x A. Revision services shall be available without charge
for xxxxxx following the Delivery Date of Buyer's
second Aircraft. Subsequent revision service shall
be provided dependent upon incorporation of
Bombardier issued Service Bulletins.
B. Revisions to the Technical Data to reflect the
Aircraft at Delivery Date shall be provided to Buyer
within six (6) months 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, Bombardier shall incorporate in the applicable
documents all applicable Bombardier 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 Bombardier in writing that one configuration
is no longer required.
December 20, 2001
Atlantic Coast Airlines
45200 Business Court S.100,
Dulles, Virginia,
U.S.A. 20166
Gentlemen,
Letter Agreement No. 013 to Purchase Agreement No. PA-0454 dated
July 29, 1999 (the "Agreement"), as amended, between Bombardier Inc.
("Bombardier") and Atlantic Coast Airlines ("Buyer") relating to the
purchase of thirty-six (36) Canadair Regional Jet Aircraft (the
"Aircraft")
Subject: Built Aircraft
1.0 This letter constitutes an integral part of the Agreement and
evidences our further agreement with the matters set forth
below. All terms used herein and in the Agreement and not
defined herein, shall have the same meaning as in the
Agreement.
2.0 In consideration of Buyer having entered into the above
referenced Agreement, and further to Buyer and Bombardier
executing the proposal letter dated December 20, 2001 which
includes the replacement of xxxxxx built aircraft bearing
manufacturer serial numbers xxxxxxand xxxxxx ("Built Aircraft")
for xxxxxx Aircraft under the Agreement, these Built Aircraft
becoming the xxxxxx under the Agreement, the parties agree that
the terms and conditions of the Agreement shall apply to the
Built Aircraft and all references to Aircraft shall include the
Built Aircraft, save and except for the amendments set forth
below which shall only apply with respect to the Built
Aircraft:
(i) P.A. Page 8 - Article 2 (Subject Matter of Sale)
The first paragraph of Article 2 is amended by (i)
deleting the words "xxxxxx dated xxxxxx attached hereto as
Appendix III" from the third and fourth lines and
replacing them with the words "xxxxxxx dated xxxxxx,
attached to Contract Change Order No. 5 as Annex No. 1 to
Attachment No. 1" and (ii) deleting the words "Appendix IV
hereto" from the seventh line and replacing them with the
words "Annex Nos. 2 and 3 to Attachment No. 1 to Contract
Change Order No. 5 with respect to the First Aircraft and
Second Aircraft respectively".
The second paragraph shall not apply to the Built
Aircraft.
(ii) P.A. Page 10 - Article 4 (Price)
Article 4.1 (b) is amended by deleting the words "is
xxxxxx " and replacing them with the words "for the xxxxxx
is xxxxxx".
Article 4.3.2 is amended by adding the words "and xxxxxx
Article 4.3.3 is amended by adding the words xxxxxx
(iii) P.A. Page 27 - Article 13 (Excusable Delay)
Article 13.2 (b) is amended by adding the words xxxxxx
(iv) P.A. Page 14.2 (Non-Excusable Delay)
Article 14.2 is amended by adding the words xxxxxx
(v) P.A. Page 53 - APPENDIX III (Specification)
Appendix III is deleted in its entirety and replaced by
the following:
TYPE SPECIFICATION
xxxxxx
(vi) P.A. Page 54 - APPENDIX IV (Buyer Selected Optional
Features)
Appendix IV is deleted in its entirety and replaced by
Annex Nos. 2 and 3 hereto with respect to the xxxxxx.
(vii) P.A. Page C-24 - ANNEX A (Technical Data, Regional
Jet)
Bombardier will deliver to Buyer the FAA or DOT Airplane
Flight Manual, Flight Crew Operating Manual and Quick
Reference Handbook at the time of delivery of each Built
Aircraft and the Illustrated Parts Manual/Catalog, Wiring
Diagram Manual and Weight & Balance Manual as completed
for the original intended customer, at the time of
respective Built Aircraft delivery. Bombardier will update
and deliver the revisions to the manuals via the normal
revision cycle. The manuals will be revised to Buyer's
original Aircraft Specification at delivery (RAD-601R-146
Issue B dated June 11, 1999 and Buyer Selected Optional
Features). The above referenced manuals are included in
the quantity referenced in the Technical Data set forth in
Annex A to the Agreement.
(viii) P.A. Page C-31 - ANNEX B (Vendor Warranties)
Article 2.2 is amended by adding the words "and shall
commence from the date of delivery of the Built Aircraft"
at the end of the paragraph.
(ix) Letter Agreement No. 001B - Credit Memoranda
The title is amended by adding the words "and xxxxxx
Article 2.0 of Letter Agreement No. 001B is amended by
deleting the words xxxxxx for each Aircraft" from the
xxxxxx and replacing them with the words "xxxxxfor the
xxxxxx".
Article 4.0 and 5.0 are amended by renumbering them
Articles 5.0 and 6.0. A new Article 4.0 is inserted as
follows:
4.0 In consideration of Buyer having entered into the proposal
letter dated December 20, 2001, Bombardier will issue to Buyer,
upon delivery and payment of the price of the Built Aircraft in
accordance with the Agreement, a credit memorandum in the
amount of xxxxxx
xxxxxx The credit memorandum, as adjusted, will collectively be
known as the xxxxxx
(x) Letter Agreement No. 006 - xxxxxx Credit
Article 3.0 of Letter Agreement No. 006 shall not apply to
the Built Aircraft.
(xi) Letter Agreement No. 009 (Reconciliation)
Article 3.0 is amended by adding the words "xxxxxx.
3.0 The provisions of this Letter Agreement are personal to Buyer
and, except as part of an assignment of the Agreement as
expressly permitted by the provisions in Article 20 of the
Agreement, shall not be assigned or otherwise disposed of by
Buyer without the prior written consent of Bombardier.
4.0 In the event of the Termination of the Agreement, this Letter
Agreement shall become automatically null and void.
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.
Yours truly,
BOMBARDIER INC.
"Scott Preece"
Scott Preece Date: December 20, 2001
Manager, Contracts
Acknowledged and Accepted
ATLANTIC COAST AIRLINES
"Rick Kennedy"
Name: Richard Kennedy Date: December 21, 2001
Title: Vice President, General Counsel and Secretary
Annex No. 1 to Letter Agreement No. 013
SPECIFICATION
TYPE SPECIFICATION
xxxxxx
Annex No. 2 to Letter Agreement No. 013
APPENDIX IV
BUYER SELECTED OPTIONAL FEATURES FOR
FIRST AIRCRAFT
CS:
ACA7553-B
CR Ref. N Option Description Price in
Jan
1999 US
Dollars
00-008 Performance - Extended Range
00-312 Additional Flap Setting, 8 Deg Take-Off
00-313 Certification - FAA Strapping
21-309 Ground Air Conditioning Connection
23-331 VHF Comm Third Radio Complete Provisions
23-350 Selcal System
25-083 Paint Scheme - Midway
25-22-301 In-Arm Meal Tables At Front Row
25-22-302 Underseat Life Vest Pouches
25-22-303 Leather Passenger Seat Dress Covers, 50
Seats
25-22-304 Reclining Passenger Seats
25-23-301 Second Flight Attendant Fold-Down Seat
(With Hand-Set / Intercom)
25-24-301 Entrance Storage Compartment
25-26-301 Partition - LHD Windscreen
25-26-302 Partition - RHD Windscreen
25-31-301 G1 Galley: Provisions For Snack And Hot
Beverage Service (Prov. 2 Carts)
25-31-306 G1 Galley: Storable Work Shelf
25-320x Interior Cabin - Midway
25-34-310 Atlas Standard Beverage Maker - Coffee
(Qty 2)
25-61-3XX Emergency Equipment - Midway - Type Spec
25-62-301 Third Oxygen Mask In Lhs Psu
30-001 Ice Detection - Red Warning Light
31-340 FDR - 128 WPS DFDR (L3Comm)
33-003 Red Beacon Lights
33-310 Tail Logo Flood Lights
BUYER SELECTED OPTIONAL FEATURES FOR
FIRST AIRCRAFT - CONTINUED
CS:
ACA7553 B
CR Ref. N Option Description Price in
Jan
1999 US
Dollars
33-320 Cargo Door Floodlights
34-328 GPWS - Enhanced (Allied Signal)
34-330 FMS - Single Collins FMS-4200
34-350 GPS - Single Collins GPS-4000
34-362 Altimeter - Baro Setting Reminder
34-390 FMS - On Board Data Loader
35-004 Eros Magic Mask (Three)
38-313 8 US Gal. Galley Water/Waste Tank System
(With G1 Galley Selection)
Total Technical Features xxxxxx
Notes:
x Interior Cabin - Midway entails the following:
- - second flight attendant removed after CofA
- - second flight attendant intercom system remains
functional
APPENDIX IV
BUYER SELECTED OPTIONAL FEATURES FOR
SECOND AIRCRAFT
CS:
ACA7575-B
CR Ref. N Option Description Price in
Jan
1999 US
Dollars
00-008 Performance - Extended Range
00-312 Additional Flap Setting, 8 Deg Take-Off
00-313 Certification - FAA Strapping
21-309 Ground Air Conditioning Connection
23-331 VHF Comm Third Radio Complete Provisions
23-350 Selcal System
25-060x Paint Scheme - ACA - United Express
25-22-301 In-Arm Meal Tables At Front Row
25-22-302 Underseat Life Vest Pouches
25-22-303 Leather Passenger Seat Dress Covers, 50
Seats
25-22-304 Reclining Passenger Seats
25-23-301 Second Flight Attendant Fold-Down Seat
(With Hand-Set / Intercom)
25-24-301 Entrance Storage Compartment
25-26-301 Partition - LHD Windscreen
25-26-302 Partition - RHD Windscreen
25-31-301 G1 Galley: Provisions For Snack And Hot
Beverage Service (Prov. 2 Carts)
25-31-306 G1 Galley: Storable Work Shelf
25-320xx Interior Cabin - Midway
25-34-310 Atlas Standard Beverage Maker - Coffee
(Qty 2)
25-61-3XX Emergency Equipment - Midway - Type Spec
25-62-301 Third Oxygen Mask In Lhs Psu
30-001 Ice Detection - Red Warning Light
31-340 FDR - 128 WPS DFDR (L3Comm)
33-003 Red Beacon Lights
33-310 Tail Logo Flood Lights
BUYER SELECTED OPTIONAL FEATURES FOR
SECOND AIRCRAFT - CONTINUED
CS:
ACA7575-B
CR Ref. N Option Description Price in
Jan
1999
33-320 Cargo Door Floodlights
34-328 GPWS - Enhanced (Allied Signal)
34-330 FMS - Single Collins FMS-4200
34-350 GPS - Single Collins GPS-4000
34-362 Altimeter - Baro Setting Reminder
34-390 FMS - On Board Data Loader
35-004 Eros Magic Mask (Three)
38-313 8 US Gal. Galley Water/Waste Tank System
(With G1 Galley Selection)
Total Technical Features xxxxxx
Notes:
x xxxxxx
xx Interior Cabin - Midway entails the following:
- - second flight attendant removed after CofA
- - second flight attendant intercom system remains functional
CONTRACT CHANGE ORDER
PURCHASER: Atlantic Coast Airlines
PURCHASE AGREEMENT NO.: PA-0454 (the "Agreement") AIRCRAFT TYPE: CRJ
C.C.O. NO.: 6 DATED: July 19, 2002
PAGES: 64
REASON FOR CHANGE
To amend the Agreement to: (i) provide Buyer with twenty-five (25)
incremental aircraft (the "Incremental Aircraft") and thereby
increase the order to sixty-one (61) firm Aircraft, (ii) amend the
base price for the Buyer Selected Optional Features xxxxxx, (iii)
amend the payment terms for the Incremental Aircraft, (iv) amend the
acceptance procedures, (v) amend the Excusable Delay provisions to
include reference to the Additional xxxxxx Credit Memorandum and the
xxxxxx Credit Memorandum, (vi) amend the Non-Excusable Delay
provisions to include reference to the Additional xxxxxx Credit
Memorandum and the xxxxxx Credit Memorandum, (vii) revise the
Delivery Schedule to include the delivery positions for the
Incremental Aircraft to be delivered under the Agreement, (viii)
delete the VHF NAV - FM Immunity (VIR-432+) from the Buyer Selected
Optional Features for the xxxxxx Aircraft, and delete the
Performance - Extended Range - 51,0000 lb MTOW and replace with the
MTOW -53,000 lb (Long Range Version) for the xxxxxx Aircraft, (ix)
extend the term of the FSR due to the Incremental Aircraft being
acquired, (x) revise the amount of the Credit Memoranda found in the
Credit Memoranda Letter Agreement due to the changes in the Buyer
Selected Optional Features and add a xxxxxx Credit Memorandum
applicable only to the Incremental Aircraft, (xi) amend the
financing provisions found in the Financing Letter Agreement, (xii)
amend the xxxxxx for the Buyer Selected Optional Features for the
Option Aircraft due to changes to such features and (xiii) introduce
a new Letter Agreement No. 14 xxxxxx for a cabin trainer data
package. In addition, certain provisions agreed by the parties in
the xxxxxx not yet incorporated into the Agreement are hereby
incorporated into the Agreement to account for the xxxxxx in xxxxxx
value xxxxxx.
In addition, a new Letter Agreement No. 15 is introduced to xxxxxx.
PAGES TO BE SUBSTITUTED NEW/REVISED PAGES
Purchase Agreement, page 10 Attachment 1 to CCO No. 6
Purchase Agreement, pages 12a and 12b Attachment 2 to CCO No. 6
Purchase Agreement, pages 19, 20, 21
and 21A Attachment 3 to CCO No. 6
Purchase Agreement, page 27 Attachment 4 to CCO No. 6
Purchase Agreement, page 29 Attachment 5 to CCO No. 6
Purchase Agreement, pages 52a and 52b Attachment 6 to CCO No. 6
Purchase Agreement, pages 54a-i, 54a-ii
54b-i and 54b-ii Attachment 7 to CCO No. 6
Purchase Agreement, page C-1 Attachment 8 to CCO No. 6
Letter Agreement No. 001B, pages 1, 2
and 3 Attachment 9 to CCO No. 6
Letter Agreement No. 004A Attachment 10 to CCO No. 6
Letter Agreement No. 009, pages 1, 2
and 3 Attachment 11 to CCO No. 6
Letter Agreement No. 0l2A, page 3 Attachment 12 to CCO No. 6
Letter Agreement No. 014 Attachment 13 to CCO No. 6
Letter Agreement No. 015 Attachment 14 to CCO No. 6
DESCRIPTION OF CHANGE:
P.A. and all Letter Agreements
All references tothirty-six (36) Aircraft are hereby changed to
refer to sixty-one (61) Aircraft.
P.A., page 10
Article 4.1 (b) is amended by deleting the words xxxxxx from the
first, second and third lines and replacing them with the words
xxxxxx
Article 4.3.3 is amended by adding the words xxxxxx in the second
line.
P.A., pages 12 and 12a
Article 5.2.3 is amended by (1) inserting sub-article (i) for the
xxxxxxAircraft which were previously the xxxxxx and amending (a)
accordingly, (2) inserting sub-article (ii) as follows:
xxxxxx
and (3) amending the last sentence in this Article by inserting the
words "and 5.2.3 (ii) (b), (c) and (d)" after the words "5.2.3 (b),
(c) and (d)".
P.A., pages 19, 20 and 21
Article 9.1 is amended to revise the delivery notice procedure and
to provide xxxxxx
P.A., page 27
Article 13.2 (b) is amended by adding the words xxxxxx before the
word "and" and replacing the words xxxxxx with the words xxxxxx
after the word "and" in the sixth line of this Article.
P.A., page 29
Article 14.2 is amended by adding the words "xxxxxx, before the word
"and" and the word xxxxxx after the word "and" in the fourth line of
this Article.
P.A., page 52 - Appendix II (Delivery Schedule)
The Delivery Schedule is amended to add the Incremental Aircraft to
be delivered under the Agreement.
P.A., page 54 - Appendix IV (Buyer Selected Optional Features)
Appendix IV is deleted in its entirety and replaced with Appendix IV-
A for the xxxxxxAircraft and Appendix IV-B for the xxxxxx Aircraft.
P.A., page C-1 - (FSR Term)
The term for the FSR is amended xxxxxx, due to the Incremental
Aircraft being acquired.
Letter Agreement No. 001B, page 1 - (Credit Memorandum)
Article 2.0 of Letter Agreement No. 001B is amended by deleting the
words xxxxxx from the fifth and sixth lines and replacing them with
the words xxxxxx.
Articles 4.0 and 5.0 are amended by renumbering them Articles 5.0
and 6.0. A new Article 4.0 is inserted as follows:
"In consideration of Buyer having entered into the term sheet dated
June 3, 2002 xxxxxx
xxxxxx The credit memorandum, as adjusted, will be individually
known as the "xxxxxx Credit Memorandum" or collectively be known as
the "xxxxxx Credit Memoranda".
Letter Agreement No. 004 - (Financing)
Letter Agreement No. 004 is deleted in its entirety and replaced by
Letter Agreement No. 004A which is set forth in Attachment No. 10
hereto.
Letter Agreement No. 009 - (Reconciliation)
Article 2.0 of Letter Agreement No. 009 is replaced with the
following paragraph:
xxxxxx
And Article 3.0 is amended by adding the words "Article 2.0," after
the words "No. 1" in the first sentence of this Article.
Letter Agreement No. 012A - (Additional Option Aircraft)
Letter Agreement No. 012A is amended by deleting the words xxxxxx
from the first through third lines and replacing them with the words
xxxxxx.
Letter Agreement No. 014
Letter Agreement No. 014 is introduced xxxxxx a cabin trainer data
package and is set forth in Attachment No. 13 hereto.
Letter Agreement No. 015
Letter Agreement No. 015 is introduced to xxxxxx of the xxxxxx
This CCO No. 6 is conditional upon Buyer executing CCO No. 21 to RJ-
350 failing which this CCO No. 6 shall become null and void.
EXCEPT AS SET FORTH ABOVE OR IN THE ATTACHMENTS HERETO, ALL OTHER
TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN UNCHANGED
FOR AND ON BEHALF OF: FOR AND ON BEHALF OF:
Bombardier Inc. Atlantic Coast Airlines
Bombardier Aerospace
Regional Aircraft
Signed: _________________________ Signed:___________________
Date: __________________________ Date:_____________________
ARTICLE 4 - PRICE
4.1 (a) The base price for each of the Aircraft
(excluding the Buyer Selected Optional Features) Ex
Works (Incoterms 1990) Bombardier's offices or
premises in Montreal, Province of Quebec, Canada, is
xxxxxx expressed in January 1, 1999 dollars.
x (b) The base price of the Buyer Selected Optional
Features is xxxxxx expressed in January 1, 1999
dollars.
The Aircraft base price (the "Aircraft Base Price") shall
be the base price for the Aircraft as stated in paragraph
(a), plus the base price of the Buyer Selected Optional
Features as stated in paragraph (b) ("Base Price").
4.2 The price of the Aircraft (the "Aircraft Purchase Price")
shall be the Base Price adjusted to the date of delivery
to reflect economic fluctuations during the period from
January 1, 1999 to the respective delivery date of the
Aircraft. Such adjustments shall be based on the formula
as found in Appendix I ("Economic Adjustment
Formula"),xxxxxx.
4.3 Upon the occurrence of events as described in this
paragraph 4.3, there will be adjustments as follows:
4.3.1 In the event that Bombardier and Buyer agree to
any changes in the Specification or selected optional
features, or should changes in the Specification or
selected optional features be made pursuant to
Article 11.1 or as a result of any Regulatory Changes
pursuant to Article 8.4 which are chargeable to Buyer
pursuant to Article 8.5, or in the event that
Bombardier and Buyer agree to any xxxxxx.
4.3.2 The Credit Memorandum adjustment shall be in
accordance with the terms of Letter Agreement No. 1.
x 4.3.3 xxxxxx
ARTICLE 5 - PAYMENT
5.1 Bombardier acknowledges having previously received a
deposit of xxxxxx for each of the xxxxxx Aircraft xxxxxx
Aircraft) xxxxxx, totaling xxxxxx.
5.2 Advance Payment
5.2.1 xxxxxx
5.2.2 xxxxxx
x5.2.3 In addition, Buyer shall make payment or cause
payment to be made for each firm Aircraft as follows:
xxxxxx
All payments referred to in paragraphs 5.2.3 (i) (b), (c) and
(d) and 5.2.3 (ii) (b), (c) and (d) above are to be made on
the first day of the applicable month.
5.3 Payment Terms
On or before the Delivery Date Bombardier shall have
received in full the amount of the Aircraft Purchase Price
of such Aircraft less the amount of the applicable Credit
Memorandum as set out in Letter Agreement No. 1 Article
3.0, which will be credited by Bombardier toward the
Aircraft Purchase Price (said amount being the "Net
Aircraft Purchase Price").
5.4 Subject to the provisions of Article 9.9 hereof, should Buyer
fail to make any of the aforementioned payments on or before
the stipulated date and Buyer does not correct the default
within a period of thirty (30) days thereafter, this Agreement
shall automatically terminate and Bombardier shall have no
further obligation to Buyer under this Agreement, including the
obligation to proceed further with the manufacture of the
Aircraft on behalf of Buyer or the sale and/or delivery of the
Aircraft to Buyer. Bombardier shall have the option (but not
the obligation) of waiving such termination should Buyer make
arrangements satisfactory to Bombardier for such payment and
all future payments within ten (10) calendar days of Buyer's
default.
ARTICLE 9 - ACCEPTANCE PROCEDURE
x9.1 Bombardier shall give Buyer notice, by facsimile or
telegraphic communication or other expeditious means, of the
date of readiness of each Aircraft for inspection and
acceptance by Buyer as follows:
a) Bombardier will give notice of no less than xxxxxx, confirming
the day (the "Readiness Date") on which the Aircraft will be
available for delivery and the commencement of inspection.
xxxxxx
xxxxxx
9.2 Within two (2) days following receipt by Buyer of the notice
of Readiness Date Buyer shall:
(a) provide notice to Bombardier as to the source and method
of payment of the balance of the Aircraft Purchase Price;
(b) identify to Bombardier the names of Buyer's
representatives who will participate in the inspection,
flight test and acceptance; and
(c) provide evidence of the authority of the designated
persons to execute the Certificate of Acceptance and
other delivery documents on behalf of Buyer.
9.3 Buyer shall have three (3) consecutive working days
commencing on the Readiness Date in which to complete the
inspection and flight test (such three (3) working day period
being the "Acceptance Period"). This three (3) day period
may be extended in the event of any delay by Bombardier in
making the Aircraft available for inspection and flight test.
9.4 Up to four (4) representatives of Buyer may participate in
Buyer's ground inspection of the Aircraft and two (2)
representatives of Buyer may participate in the flight test.
Bombardier shall, if requested by Buyer, perform an
acceptance flight of not less than one (1) and not more than
three (3) hours duration. Ground inspection, in accordance
with procedures to be mutually agreed to, and flight test
shall be conducted in accordance with Bombardier's acceptance
procedures (a copy of which shall be provided to Buyer at
least 30 days prior to the Scheduled Delivery Date of the
First Aircraft hereunder), as may be amended by mutual
agreement of Buyer and Bombardier, and at Bombardier's
expense. At all times during ground inspection and flight
test, Bombardier shall retain control over the Aircraft.
9.5 If no Aircraft defect or discrepancy is revealed during the
ground inspection or flight test, Buyer shall accept the
Aircraft on or before the last day of the Acceptance Period
in accordance with the provisions of Article 9.7.
9.6 If any material defect or discrepancy in the Aircraft is
revealed by Buyer's ground inspection or flight test, the
defect or discrepancy will promptly be corrected by
Bombardier, at no cost to Buyer, which correction may occur
during or after the Acceptance Period depending on the nature
of the defect or discrepancy and of the time required for
correction. To the extent necessary to verify such
correction, Bombardier shall perform one (1) or more further
acceptance flights or ground inspections as applicable.
Notwithstanding the provisions of Article 4.2, should the
Delivery Date of an Aircraft occur in the month subsequent to
the Scheduled Delivery Date due to the correction of defects
or discrepancies, xxxxxx.
9.7 Upon completion of the ground inspection and acceptance
flight of the Aircraft and correction of any defects or
discrepancies:
(a) Buyer will sign a Certificate of Acceptance (in the form
of Exhibit I hereto) for the Aircraft. Execution of the
Certificate of Acceptance by or on behalf of Buyer shall
be evidence of Buyer having examined the Aircraft and
found it in accordance with the provisions of this
Agreement. The date of signature of the Certificate of
Acceptance shall be the "Acceptance Date";
(b) Bombardier will supply a TC Certificate of Airworthiness
for Export; and
(c) Buyer shall pay Bombardier the balance of the xxxxxx and
any other amounts due, at which time Bombardier shall
issue an FAA bill of sale and a warranty bill of sale in
a form acceptable to Bombardier and financiers
(substantially in accordance with the forms attached as
Exhibit II(a) and Exhibit II(b) hereto), passing to
Buyer, or approved assignee pursuant to Article 20, good
title to the Aircraft free and clear of all liens,
claims, charges and encumbrances except for those liens,
charges or encumbrances created by or claimed through
Buyer (the "Bill of Sale"). The date on which
Bombardier delivers the Bill of Sale and Buyer takes
delivery of the Aircraft shall be the "Delivery Date".
Delivery of the Aircraft shall be evidenced by the execution
and delivery of the Bill of Sale and of the Certificate of
Receipt of Aircraft (in the form of Exhibit III hereto).
9.8 Provided that Bombardier has met all of its obligations under
this Article 9, should Buyer not accept, pay for and take
delivery of any of the Aircraft within ten (10) calendar days
after the end of the Acceptance Period of such Aircraft,
Buyer shall be deemed to be in default of the terms of this
Agreement xxxxxx.
9.9 Should the Buyer be in default pursuant to Article 9.8
hereof, Buyer shall promptly, upon demand, reimburse
Bombardier for all costs and expenses reasonably incurred by
Bombardier as a result of such Buyer's failure to accept or
take delivery of the Aircraft, including but not limited to
reasonable amounts for storage, insurance, taxes,
preservation or protection of the Aircraft, and provided that
Bombardier has met all of its obligations under this Article
9, should Buyer not accept, pay for and/or take delivery of
any one of the Aircraft within forty-five (45) calendar days
following the end of the Acceptance Period, Bombardier may,
at its option, terminate the present Agreement with respect
to any of the undelivered Aircraft. Bombardier shall
however, have the option (but not the obligation) of waiving
such termination should Buyer, within ten (10) calendar days
following such termination, make arrangements satisfactory to
Bombardier to accept delivery and provide payment for all
amounts owing or to become due pursuant to this Agreement.
xxxxxx
13.2 (a) If Bombardier concludes, based on its appraisal
of the facts and normal scheduling procedures, that
due to Excusable Delay it can be reasonably
anticipated that delivery of the Aircraft will be
delayed, Bombardier shall give prompt written notice
to Buyer of such delay. Bombardier and Buyer agree to
collaborate and to use their reasonable efforts to
mitigate the impact of such delays upon the parties.
x (b) If, as a result of an Excusable Delay, delivery
of the Aircraft will be delayed to a date beyond the
originally Scheduled Delivery Date or any revised date
previously agreed to in writing by the parties, Buyer
and Bombardier agree, xxxxxx
(c)In the event of an Excusable Delay, or xxxxxx an
anticipated Excusable Delay xxxxxx shall conduct an
appraisal of the facts and normal scheduling
procedures, and if it concludes that delivery of one
or more of the Aircraft will be delayed xxxxxx after
the originally Scheduled Delivery Date or any revised
date agreed to in writing by the parties, xxxxxx may
then terminate this Agreement with respect to such
delayed Aircraft by giving written notice xxxxxx
ARTICLE 14 - NON-EXCUSABLE DELAY
14.1 If delivery of the Aircraft is delayed beyond the end of
the Scheduled Delivery Date, by causes not excused under
Article 13.1, this shall constitute a non-excusable delay
(a "Non-Excusable Delay").
x14.2 If as a result of an Non-Excusable Delay, delivery of
the Aircraft will be delayed to a date beyond the
originally Scheduled Delivery Date or any revised date
previously agreed to in writing by the parties, the
Aircraft Purchase Price of the Aircraft at delivery,
xxxxxx
APPENDIX II
x
DELIVERY SCHEDULE
First Aircraft xxxxxx
Second Aircraft xxxxxx
Third Aircraft xxxxxx
Fourth Aircraft xxxxxx
Fifth Aircraft xxxxxx
Sixth Aircraft xxxxxx
Seventh Aircraft xxxxxx
Eighth Aircraft xxxxxx
Ninth Aircraft xxxxxx
Tenth Aircraft xxxxxx
Eleventh Aircraft xxxxxx
Twelfth Aircraft xxxxxx
Thirteenth Aircraft xxxxxx
Fourteenth Aircraft xxxxxx
Fifteenth Aircraft xxxxxx
Sixteenth Aircraft xxxxxx
Seventeenth Aircraft xxxxxx
Eighteenth Aircraft xxxxxx
Nineteenth Aircraft xxxxxx
Twentieth Aircraft xxxxxx
Twenty-first Aircraft xxxxxx
Twenty-second Aircraft xxxxxx
Twenty-third Aircraft xxxxxx
Twenty-fourth Aircraft xxxxxx
Twenty-fifth Aircraft xxxxxx
Twenty-sixth Aircraft xxxxxx
Twenty-seventh Aircraft xxxxxx
Twenty-eighth Aircraft xxxxxx
Twenty-ninth Aircraft xxxxxx
Thirtieth Aircraft xxxxxx
Thirty-first Aircraft xxxxxx
Thirty-second Aircraft xxxxxx
Thirty-third Aircraft xxxxxx
Thirty-fourth Aircraft xxxxxx
Thirty-fifth Aircraft xxxxxx
Thirty-sixth Aircraft xxxxxx
Thirty-seventh Aircraft xxxxxx
Thirty-eighth Aircraft xxxxxx
DELIVERY SCHEDULE - CONTINUED
Thirty-ninth Aircraft xxxxxx
Fortieth Aircraft xxxxxx
Forty-first Aircraft xxxxxx
Forty-second Aircraft xxxxxx
Forty-third Aircraft xxxxxx
Forty-fourth Aircraft xxxxxx
Forty-fifth Aircraft xxxxxx
Forty-sixth Aircraft xxxxxx
Forty-seventh Aircraft xxxxxx
Forty-eighth Aircraft xxxxxx
Forty-ninth Aircraft xxxxxx
Fiftieth Aircraft xxxxxx
Fifty-first Aircraft xxxxxx
Fifty-second Aircraft xxxxxx
Fifty-third Aircraft xxxxxx
Fifty-fourth Aircraft xxxxxx
Fifty-fifth Aircraft xxxxxx
Fifty-sixth Aircraft xxxxxx
Fifty-seventh Aircraft xxxxxx
Fifty-eight Aircraft xxxxxx
Fifty-ninth Aircraft xxxxxx
Sixtieth Aircraft xxxxxx
Sixty-first Aircraft xxxxxx
APPENDIX IV-A
BUYER SELECTED OPTIONAL FEATURES FOR THE
THIRD THROUGH NINTH AIRCRAFT
CS:
A7553 B
CR Ref. N Option Description Price in
Jan 1999
US
Dollars
00-008 Performance - Extended Range - 51,000 lb xxxxxx
MTOW
00-312 Additional Take Off Flap Setting - 8 Deg xxxxxx
00-313 Certification - FAA (FAR 25) xxxxxx
25-060 Paint Scheme - Atlantic Coast Airline - xxxxxx
xx United Express
25-22-301 PAX Seat - In-Arm Meal Trays In Front Row xxxxxx
25-22-302 PAX Seat - Life Vest Pouch (25 Seat xxxxxx
Pairs)
25-22-304 PAX Seat - Recline Feature (21 Seat xxxxxx
Pairs)
25-24-301 Entrance Stowage Compartment - Galley xxxxxx
Insert Provisions
25-31-301 G1 Galley - Provisions For Snack & Hot xxxxxx
Beverage Service
25-31-306 G1 Galley - Stowable Work Shelf xxxxxx
25-34-310 Beverage Maker -ATLAS Std (APC, Qty 2) xxxxxx
31-340 FDR - 128 WPS DFDR (L3Comm) xxxxxx
33-003 Lights - Red Beacon xxxxxx
33-310 Lights - Tail Logo xxxxxx
33-320 Lights - Baggage Door Floodlight xxxxxx
34-328 GPWS - Enhanced (Allied Signal) xxxxxx
34-335 FMS - Single, ACARS Compatible (Collins xxxxxx
FMS-4200)
34-350 GPS - Single (Collins GPS-4000) xxxxxx
34-362 Altimeter - Baro Setting Reminder xxxxxx
35-004 Oxygen - Flight Crew (Eros Magic Mask, xxxxxx
Three)
38-313 Water - 8 US Gal.Tank xxxxxx
Total Buyer Selected Optional Features xxxxxx
x
APPENDIX IV-A - CONTINUED
BUYER SELECTED OPTIONAL FEATURES FOR THE
THIRD THROUGH NINTH AIRCRAFT
CS:
A7553 B
CR Ref. N Option Description Price in
Jan 1999
US
Dollars
Notes:
x
1 Xxxxxx
25-26-301 Partition - LHD Windscreen xxxxxx
25-26-302 Partition - RHD Windscreen xxxxxx
30-001 Ice Detection - Red Warning Light xxxxxx
31-320 EICAS 2000 xxxxxx
2 xxxxxx
34-353 VHF NAV - FM Immunity (VIR-432+) xxxxxx
xxxxxx
All prices listed above are expressed in January 1, 1999 US dollars,
and are subject to economic adjustment to the date of aircraft
delivery as provided in the Agreement.
APPENDIX IV-B
BUYER SELECTED OPTIONAL FEATURES FOR THE
TENTH THROUGH SIXTY-FIRST AIRCRAFT
CS:
A7553 B
CR Ref. N Option Description Price in
Jan 1999
US
Dollars
00-015 MTOW - 53,000 lb (Long Range Version) xxxxxx
x
00-312 Additional Take Off Flap Setting - 8 Deg xxxxxx
00-313 Certification - FAA (FAR 25) xxxxxx
25-060 Paint Scheme - Atlantic Coast Airline - xxxxxx
xx United Express
25-22-301 PAX Seat - In-Arm Meal Trays In Front Row xxxxxx
25-22-302 PAX Seat - Life Vest Pouch (25 Seat xxxxxx
Pairs)
25-22-304 PAX Seat - Recline Feature (21 Seat xxxxxx
Pairs)
25-24-301 Entrance Stowage Compartment - Galley xxxxxx
Insert Provisions
25-31-301 G1 Galley - Provisions For Snack & Hot xxxxxx
Beverage Service
25-31-306 G1 Galley - Stowable Work Shelf xxxxxx
25-34-310 Beverage Maker -ATLAS Std (APC, Qty 2) xxxxxx
31-340 FDR - 128 WPS DFDR (L3Comm) xxxxxx
33-003 Lights - Red Beacon xxxxxx
33-310 Lights - Tail Logo xxxxxx
33-320 Lights - Baggage Door Floodlight xxxxxx
34-328 GPWS - Enhanced (Allied Signal) xxxxxx
34-335 FMS - Single, ACARS Compatible (Collins xxxxxx
FMS-4200)
34-350 GPS - Single (Collins GPS-4000) xxxxxx
34-362 Altimeter - Baro Setting Reminder xxxxxx
35-004 Oxygen - Flight Crew (Eros Magic Mask, xxxxxx
Three)
38-313 Water - 8 US Gal.Tank xxxxxx
Subtotal xxxxxx
1 Less: Fleet Amortized Credit for Long- xxxxxx
Range MTOW (CRN 00-015)
Less: Additional Credit for Long-Range xxxxxx
MTOW (CRN 00-015)
Grand Total Buyer Selected Optional Features xxxxxx
x
APPENDIX IV-B - CONTINUED
BUYER SELECTED OPTIONAL FEATURES FOR THE
TENTH THROUGH SIXTY-FIRST AIRCRAFT
CS:
A7553 B
CR Ref. N Option Description Price in
Jan 1999
US
Dollars
Notes:
x
1 Xxxxxx
2 Xxxxxx
25-26-301 Partition - LHD Windscreen xxxxxx
25-26-302 Partition - RHD Windscreen xxxxxx
30-001 Ice Detection - Red Warning Light xxxxxx
31-320 EICAS 2000 xxxxxx
3 xxxxxx:
34-353 VHF NAV - FM Immunity (VIR-432+) xxxx
xx
xxxxxx
All prices listed above are expressed in January 1, 1999 US dollars,
and are subject to economic adjustment to the date of aircraft
delivery as provided in the Agreement.
CUSTOMER SUPPORT SERVICES
ANNEX A - TECHNICAL SUPPORT, SPARE PARTS, TRAINING AND
TECHNICAL DATA
The following Customer Support Services are those services to which
reference is made in Article 3 of the Agreement.
ARTICLE 1 - TECHNICAL SUPPORT
1.1 Factory Service
Bombardier agrees to maintain or cause to be maintained the
capability to respond to Buyer's technical inquiries, to
conduct investigations concerning maintenance problems and to
issue findings and recommend action thereon. This service
shall be provided for as long as ten (10) CL-600-2B19 aircraft
remain in commercial air transport service.
1.2 Field Service Representative
1.2.1 Services
Bombardier shall assign one (1) Field Service
Representative ("FSR") to Buyer's main base of operation
or other location as may be mutually agreed.
1.2.2 Term
x Such assignment shall be for xxxxxx, and shall commence
approximately one (1) month prior to the Delivery Date of
the first Aircraft. At Buyer's request, the term shall
begin upon the expiration of the term of Buyer's right to
assignment of an FSR pursuant to purchase agreement No. PA-
0350. The FSR assignment may be extended on terms and
conditions to be mutually agreed.
1.2.3 Responsibility
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 by
Buyer's designated personnel ("FSR Services").August 02, 2000
Atlantic Coast Airlines
515A Shaw Road,
Dulles, Virginia,
U.S.A. 20166
Gentlemen,
xLetter Agreement No. 001B to Purchase Agreement No. PA-0454
dated July 29, 1999 (the "Agreement" between Bombardier Inc.
("Bombardier") and Atlantic Coast Airlines ("Buyer") relating
to the purchase of sixty-one (61) Canadair Regional Jet
Aircraft (the "Aircraft")
This Letter Agreement No. 001B dated August 02, 2000 cancels
and supersedes Letter Agreement No. 001A dated September, 24,
1999.
Subject: Credit Memoranda
1.0 This letter constitutes an integral part of the Agreement
and evidences our further agreement with the matters set
forth below. All terms used herein and in the Agreement
and not defined herein, shall have the same meaning as in
the Agreement.
x 2.0 In consideration of Buyer having entered into the
above referenced Agreement for the purchase of sixty-one
(61) Aircraft, Bombardier will issue to Buyer, upon
delivery and payment of the price of the Aircraft in
accordance with the Agreement, a credit memorandum in the
amount of xxxxxx for each of the Aircraft xxxxxx
3.0 xxxxxx The credit memorandum will be adjusted on the
same pro-rata percentage calculation as other aircraft
price changes due to changes in the Specification or Buyer
selected optional features as otherwise provided for in
this Agreement. The credit memorandum, as adjusted, will
be individually known as the "Credit Memorandum" or
collectively be known as the "Credit Memoranda".
xx 4.0 xxxxxx
x 5.0 In the event of the Termination of the Agreement,
this Letter Agreement shall become automatically null and
void with respect to any undelivered Aircraft.
x 6.0 The provisions of this Letter Agreement are personal
to Buyer and shall not be assigned or otherwise disposed
of by Buyer, except as required for financing purposes in
accordance with Letter Agreement No. 004 (Financing) and
except as part of an assignment of the Agreement as
expressly permitted in Article 20 of the Agreement,
without the prior written consent of Bombardier.
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.
Yours truly,
BOMBARDIER INC.
________________________ Date:_____________
Name:
Title:
Acknowledged and Accepted
Atlantic Coast Airlines
________________________ Date:_____________
Name:
Title:
July 19, 2002
Atlantic Coast Airlines
45200 Business Court,
Sterling, Virginia,
U.S.A. 20166
Gentlemen,
x Letter Agreement No. 004A to Purchase Agreement No. PA-0454
dated July 29, 1999 (the "Agreement"), as amended, between
Bombardier Inc. ("Bombardier") and Atlantic Coast Airlines
("Buyer") relating to the purchase of sixty-one (61) Canadair
Regional Jet Aircraft (the "Aircraft")
This Letter Agreement No. 004A dated July 19, 2002 cancels and
supersedes Letter Agreement No. 004 dated July 29, 1999.
Subject: Financing
1.0 This letter constitutes an integral part of the Agreement and
evidences our further agreement with the matters set forth
below. All terms used herein and in the Agreement and not
defined herein, shall have the same meaning as in the
Agreement.
1.1 This Letter Agreement describes the general terms and
conditions of the financing assistance to be provided by
Bombardier to Buyer. xxxxxx
2.0 Financing Assistance
2.1 Financing assistance referred to in this Letter
Agreement No. 004 shall apply only to the Financed Aircraft.
Financing for the Financed Aircraft will be arranged by
Buyer working in coordination with Bombardier. The form of
any support which may be provided by Bombardier is to be
treated as confidential and is not to be provided by Buyer
to any third party without the third party executing
Bombardier's confidentiality agreement. It is Buyer's
responsibility to have such form executed with any third
party prior to Buyer's disclosure of any such information
and to provide such form to Bombardier for approval. The
above does not apply where Buyer or the applicable third
party is required to disclose such information by law or
compelled by court order to do so.
2.2 xxxxxx
2.3 xxxxxx
3.0 xxxxxx
4.0 xxxxxx
5.0 xxxxxx
6.0 In the event of the termination of the Agreement pursuant to
Article 16.1 or 16.2 as a result of a default or breach of the
Agreement by Buyer, this Letter Agreement shall become
automatically null and void with respect to any undelivered
Aircraft.
7.0 The provisions of this Letter Agreement are personal to Buyer
and shall not be assigned or otherwise disposed of by Buyer
except as permitted herein or as part of an assignment of the
Agreement expressly permitted by Article 20 of the Agreement.
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.
Yours truly,
BOMBARDIER INC.
________________________ Date:_____________
Name:
Title:
Acknowledged and Accepted
Atlantic Coast Airlines
________________________ Date:_____________
Name:
Title:
July 29, 1999
Atlantic Coast Airlines
515A Shaw Road
Dulles, Virginia,
U.S.A. 20166
Gentlemen,
xLetter Agreement No. 009 to Purchase Agreement No. PA-0454 dated
July 29, 1999 (the "Agreement" between Bombardier Inc.
("Bombardier") and Atlantic Coast Airlines ("Buyer") relating to the
purchase of sixty-one (61) Canadair Regional Jet Aircraft (the
"Aircraft")
Subject: Reconciliation
1.0 The parties recognize that in the course of the administration
of this Agreement, xxxxxx
x2.0 xxxxxx
3.0 xxxxxx
4.0This letter constitutes an integral part of the Agreement and
evidences our further agreement with the matters set forth
below. All terms used herein and in the Agreement and not
defined herein, shall have the same meaning as in the Agreement.
5.0The provisions of this Letter Agreement are personal to Buyer
and shall not be assigned or otherwise disposed of by Buyer
except as part of an assignment of the Agreement (in whole not
in part) expressly permitted under Article 20 of the Agreement
and otherwise such consent shall not be unreasonably withheld.
6.0In the event of the Termination of the Agreement, this Letter
Agreement shall become automatically null and void with respect
to any undelivered Aircraft.
7.0Should 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.
Yours very truly,
BOMBARDIER INC.
________________________ Date:_____________
Name :
Title:
Acknowledged and Accepted
Atlantic Coast Airlines
________________________ Date:_____________
Name:
Title:
Attachment No. 12 to C.C.O. No. 6 dated July 19, 2002
Letter Agreement No. 012A
Additional Option Aircraft
(b) The base price of the Buyer Selected Optional
Features is xxxxxx
The Option Aircraft base price shall be the base price for
the Option Aircraft as stated in paragraph (b)(ii)(a)
above, plus the base price of the Buyer Selected Optional
Features as stated in paragraph (b)(ii)(b) above (the
"Option Aircraft Base Price").
The price of the Option Aircraft (the "Option Aircraft
Purchase Price") shall be the Option Aircraft Base Price
adjusted xxxxxx
(iii) As consideration for this option, Buyer shall make or
cause to make payment to Bombardier a xxxxxx per Option
Aircraft (the "Option Deposit") upon execution of CCO No.
2, for a total amount of xxxxxx. The amount of xxxxxx
(iv) Unless expressly provided for in the Agreement, the terms
and conditions of the Agreement (including Letter
Agreements, except as noted below) shall apply mutatis
mutandis to the Option Aircraft, with the exception that
the provisions with respect to Annex A training courses
as specified in Article 3.2.4 of the Agreement (Flight
Attendant Courses), shall not apply to the Option
Aircraft.
(v) The following Letter Agreement shall not apply to the
Option Aircraft and is hereby excluded:
Letter Agreement No. 012 (Additional Option Aircraft)
July 19, 2002
Atlantic Coast Airlines
45200 Business Court,
Dulles, Virginia,
U.S.A. 20166
Gentlemen,
xxLetter Agreement No. 014 to Purchase Agreement No. PA-0454 dated
July 29, 1999 (the "Agreement" between Bombardier Inc.
("Bombardier") and Atlantic Coast Airlines ("Buyer") relating to the
purchase of sixty-one (61) Canadair Regional Jet Aircraft (the
"Aircraft")
Subject: Cabin Trainer Data Package
Gentlemen:
1.0 This letter constitutes an integral part of the Agreement and
evidences our further agreement with the matters set forth
below. All terms used herein and in the Agreement and not
defined herein, shall have the same meaning as in the
Agreement.
2.0 In consideration of Buyer having entered into the term sheet
dated June 3, 2002 and in recognition of Buyer's request to
manufacture a Cabin Trainer,xxxxxx
3.0 In the event of the Termination of the Agreement, this Letter
Agreement shall become automatically null and void with respect
to any undelivered Aircraft.
4.0 The provisions of this Letter Agreement are personal to Buyer
and shall not be assigned or otherwise disposed of by Buyer,
except as part of an assignment of the Agreement expressly
permitted by Article 20 of the Agreement, without the prior
written consent of Bombardier.
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.
Yours very truly,
BOMBARDIER INC.
________________________ Date:_____________
Name:
Title:
Acknowledged and Accepted
ATLANTIC COAST AIRLINES
________________________ Date:_____________
Name:
Title:
July 19, 2002
Atlantic Coast Airlines
45200 Business Court,
Dulles, Virginia,
U.S.A. 20166
Gentlemen,
xxLetter Agreement No. 015 to Purchase Agreement No. PA-0454 dated
July 29, 1999, as amended (the "Agreement" between Bombardier Inc.
("Bombardier") and Atlantic Coast Airlines ("Buyer") relating to the
purchase of sixty-one (61) Canadair Regional Jet Aircraft (the
"Aircraft")
Subject: xxxxxx Status
Gentlemen:
1.0 This letter constitutes an integral part of the Agreement and
evidences our further agreement with the matters set forth
below. All terms used herein and in the Agreement and not
defined herein, shall have the same meaning as in the
Agreement.
2.0 Buyer and Bombardier agree to the following pertaining to the
xxxxxx dated xxxxxx, as amended by revision thereto dated
xxxxxx
2.1. xxxxxx
2.2 xxxxxx
2.3 The remaining provisions of the xxxxxx (Articles 2, 3,
and 4) pertaining to the xxxxxx are no longer in effect..
3.0 xxxxxx
4.0 xxxxxx
5.0 The provisions of this Letter Agreement are personal to Buyer
and shall not be assigned or otherwise disposed of by Buyer,
except as part of an assignment of the Agreement expressly
permitted by Article 20 of the Agreement, without the prior
written consent of Bombardier.
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.
Yours very truly,
BOMBARDIER INC.
Name:
Title:
Acknowledged and Accepted
ATLANTIC COAST AIRLINES
Name:
Title: