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Exhibit 10.14
LETTER AGREEMENT
GCT-026/98
This Letter of Agreement GCT-026/98 ("Agreement") dated June ___, 1998 is an
agreement between SOLITAIR CORP. ("Buyer") with its principal place of business
at Greenwich, Connecticut, and Embraer - Empresa Brasileira de Aeronautica S.A.
("Embraer"), with its principal place of business at Sao Jose dos Campos, Sao
Paulo, Brazil, relating to Purchase Agreement GCT-025/98 (the "Purchase
Agreement") for the purchase by Buyer of ten (10) new EMB-145 LR aircraft (the
"Aircraft").
This Agreement constitutes an amendment and modification of the Purchase
Agreement, and it sets forth additional agreements of the Parties with respect
to the matters set forth in the Purchase Agreement. All terms defined in the
Purchase Agreement shall have the same meaning when used herein, and in case of
any conflict between this Agreement and the Purchase Agreement, this Agreement
shall govern.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, Embraer and Buyer agree as follows:
1. [*]
A. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
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B. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
C. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
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D. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
2. [*]
For a period beginning on the date of execution of the Purchase Agreement
and ending [*] after delivery of the last Option Aircraft, [*] shall be
permitted to purchase Aircraft or Option Aircraft from Embraer [*].
3. AIRCRAFT TO BE OPERATED IN OTHER COUNTRIES
Embraer shall manufacture Aircraft in accordance with the requirements of
the United Kingdom's Civil Aeronautic Authority ("CAA"), subject to the
conditions and limitations imposed by such authority, at no extra cost to
Buyer, provided that Buyer gives Embraer notice of such requested change
at least eight (8) months prior to the Contractual Delivery Date for each
affected Aircraft. In the
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* Confidentiality
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event CAA requirements are modified after the date of execution of the
Purchase Agreement, Buyer shall pay any and all additional costs and
expenses actually and reasonable in incurred in manufacturing the Aircraft
to comply with such modified CAA requirements in accordance with Article
11(f) of the Purchase Agreement, but for costs and expenses associated
with CAA mandatory ADs which are identical to FAA mandatory ADs, which
shall be paid for in accordance with Article 11(e) of the Purchase
Agreement.
Embraer shall manufacture Aircraft in accordance with the requirements of
the civil aeronautic authority of any other nation that has issued a type
certificate for the EMB-145 LR aircraft for commercial passenger
operations, subject to the conditions and limitations imposed by such
authority, provided that (i) Buyer gives Embraer prior written notice of
such requested change at least twelve (12) months prior to the Contractual
Delivery Date for each affected Aircraft and (ii) pays any and all
additional costs and expenses to Embraer associated with manufacturing
such Aircraft to such requirements within five (5) days of receipt of a
bill from Embraer.
4.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
5.
A. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
B. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
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6. [*]
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
7. YEAR 2000 COMPLIANT SOFTWARE
Embraer guarantees that all software (and all upgrades and modifications
thereto) Embraer supplies to Buyer pursuant to this Agreement shall be
"Year 2000 Compliant" (i.e. shall be free of problems resulting from the
change from year 1999 to year 2000). In the event any software is not Year
2000 Compliant at the time of delivery to Buyer, Embraer shall modify such
software to be Year 2000 Compliant or Embraer shall replace such
non-compliant software with software that is Year 2000 Compliant. All such
modifications and replacements shall be at no cost to Buyer and shall be
delivered to Buyer and installed upon Buyer's computer software as soon as
is reasonably practical, but in no event later than June 30, 1999.
8. INTENTIONALLY DELETED
9. [*]
[*]
10. MISCELLANEOUS
All terms and conditions of the Purchase Agreement that have not been
specifically altered or modified hereunder shall remain in full force and
effect and time is of the essence under this Agreement.
[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
and delivered by their proper and duly authorized officers and to be effective
as of the day and year first above written.
EMBRAER - Empresa Brasileira de Aeronautica S.A. SOLITAIR CORP.
By: /s/ Frederico Fleury Curado By: /s/ Frederick Simon
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Name: Frederico Fleury Curado Name: Frederick Simon
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Title: Executive Vice President--Commercial Title: President
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By: /s/ Antonio Mariso
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Name: Antonio Mariso
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Title: Executive V.P. and CFO
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Date: 6/17/98 Date: 6/17/98
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Place: Brasil Place: Greenwich, CT
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Witness: /s/ Flavio Rimoni Witness: /s/ Arthur Amron
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Name: Flavio Rimoni Name: Arthur Amron
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