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Exhibit 10.18(a)
AIRCRAFT SUBLEASE AGREEMENT N0. 8
THIS SUBLEASE SUPPLEMENT NO. 1 HAS BEEN EXECUTED IN COUNTERPARTS. TO THE EXTENT,
IF ANY, THAT THIS SUBLEASE SUPPLEMENT NO, 1 CONSTITUTES CHATTEL PAPER (AS SUCH
TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE
UNITED STATES JURISDICTION), NO SECURITY INTEREST IN THIS SUBLEASE SUPPLEMENT
NO. 1 MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER
THAN THE ORIGINAL EXECUTED COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED
BY MELLON FINANCIAL SERVICES CORPORATION #3, AS LENDER ON THE SIGNATURE PAGE
HEREOF.
SUBLEASE SUPPLEMENT NO. 1
SUBLEASE SUPPLEMENT NO.1., dated March 29, 1996 ("Sublease Supplement
No. 1") to Aircraft Sublease Agreement No. 8 dated as of March 1, 1996 (the
"Sublease") by and between CHAUTAUQUA AIRLINES, INC., as sublessee
("Sublessee"), and FAIRBROOK LEASING, INC., as sublessor ("Sublessor").
I N T R O D U C T I O N
WHEREAS, Sublessor and Sublessee have heretofore entered into the
Sublease (defined terms therein being hereinafter used with the same meanings).
The Sublease provides for the execution and delivery of a Sublease Supplement
for the purpose of leasing the Aircraft under the Sublease as and when delivered
by Sublessor to Sublessee in accordance with the terms thereof; and
WHEREAS, a counterpart of the Sublease, with this Sublease Supplement
No. 1 attached thereto, is being filed for recordation with the FAA Aircraft
Registry as one document;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged Sublessor and Sublessee hereby agree as follows:
A. THE AIRCRAFT. Sublessee hereby confirms to Sublessor that Sublessee has
accepted the Aircraft and each Engine and Propeller described below for all
purposes hereof and of the Sublease as being airworthy, in accordance with
specifications, in good working order and repair and without defect in
condition, design, operation or fitness for use, whether or not discoverable by
Sublessee as of
- ------------
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 406 of the Securities Act of 1933. The
omitted materials have been filed separately with the Securities and Exchange
Commission.
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SCHEDULE 1
CE CERTIFICATE TO
CRAFT SUBLEASE AGREEMENT NO. 8
as Sublessor
EEDINGS
as Sublessee, hereby acknowledges
tance of the Saab 340A Aircraft
end at the time and place set forth
Aircraft Sublease Agreement No. 8
i Sublease Supplement No. 1 thereto
by and between FAIRBROOK LEASING,
UQUA AIRLINES, INC., as sublessee.
340A-123
N123MQ, to be changed to
N123CQ
- ----------------------------
March 29,1996
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- ----------------------------
CHAUTAUQUA AIRLINES, INC.
By /s/ Timothy L. Coon
-------------------------
Name Timothy L. Coon
-----------------------
Title VICE PRESIDENT
----------------------
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the date hereof; PROVIDED, HOWEVER, that nothing contained herein or in the
Sublease diminishes or affects any right. Sublessor or Sublessee may have with
respect to the Aircraft against the Manufacturer, GE, Dowty, any vendor or any
subcontractor or supplier thereof:
<Table>
<Caption>
AIRFRAME
MANUFACTURER MODEL SERIAL NUMBER U.S. REG. NO
Saab-Fairchild 340A 340A -123 N123MQ
(being changed to
N123CQ)
<Caption>
INSTALLED
ENGINES
MANUFACTURER MODEL SERIAL NUMBER RATED TAKEOFF H/P
General CT7-5A GE-E-367-401 (left) Each of which
Electric GE-E-367-426 (right) Engines has 750
or more rated
take off
horsepower or
the equivalent
thereof.
<Caption>
INSTALLED
PROPELLERS RATED TAKEOFF
MANUFACTURER MODEL SERIAL NUMBER SHAFT H/P
Dowty Rotol R354/4- DRG/1789/87 (left) Each of which
123-F/13 Propellers is
R389/4- DRG/1792/87 (right) capable of
123-F/25 absorbing 750 or
more rated take
off shaft
horsepower.
</Table>
B. STIPULATED LOSS VALUE Sublessee hereby agrees to pay in accordance with and
when required by the Sublease Stipulated Loss Value payments. in the amounts set
forth in Annex 1 to the Sublease Rent Schedule and incorporated herein by
reference.
C. REPRESENTATIONS BY SUBLESSEE. Sublessee hereby represents and warrants to
Sublessor that on the above date:
(1) The representations and warranties of Sublessee set forth in the Sublease
are true and correct in all material respects as though made on the date
above;
(2) Sublessee has satisfied or complied with all requirements in
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the Sublease, to be completed by it on or prior to the date hereof;
(3) No Sublease Default or Event of Default has occurred and is continuing on
the date above; and
(4) Sublessee has obtained, and there are in full force and effect, such
insurance policies with respect to the Aircraft, as are required to be
obtained under the terms of the Sublease.
D. DELIVERY DATE: March 29, 1996
E. TERM The Term shall commence on the
Delivery Date and expire on August
28, 2006, unless terminated earlier
pursuant to and in accordance with
the Sublease: PROVIDED, however,
that if Sublessor is unable to renew
the Lease beyond its current
termination date of July 11, 2002,
then the Sublease will terminate on
July 11, 2002 and Sublessor shall
lease or sublease a Saab 340A
aircraft to Sublessee through August
28, 2006 on the same terms and
conditions as those of the Sublease.
F. BASE RENT: Sublessee agrees to pay Sublessor,
Base Rent monthly in arrears, in the
amounts and on the dates, as set
forth in the Sublease Rent Schedule.
G. FIRST BASE RENT PAYMENT DATE April 29, 1996
H. BASE RENT PAYMENT DATES: Base Rent during the Term shall be
paid on the same day of each month
as the day of the month of the First
Base Rent Payment Date,
I. AIRCRAFT BASE: Indianapolis, Indiana or Akron,
Ohio.
J. DELIVERY SITE: Indianapolis, Indiana.
K. COUNTERPARTS This Sublease Supplement No. 1 may
be executed in any number of
counterparts and by the parties hereto
on separate counterparts,
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each of which counterparts, shall for
all purposes be deemed an original,
and all such counterparts shall
together constitute but one and the
same Sublease Supplement No. 1;
PROVIDED that, to the extent, if any,
that this Sublease Supplement No. 1
constitutes chattel paper (as such
term is defined in the Uniform
Commercial Code as in effect in any
applicable jurisdiction) no security
interest may be created through the
transfer or possession of any
counterpart other than the counterpart
containing the receipt therefor
executed by Mellon Financial Services
Corporation #3, as Lender on the
signature page hereof.
L. REFERENCE: All the terms and provisions of the
Sublease are hereby incorporated by
reference in this Sublease Supplement
No. 1 to the same extent as if fully
set forth herein.
IN WITNESS WHEREOF, Sublessor and Sublessee have caused this Sublease
Supplement No.1 to be duly executed by their authorized officers as of the day
and year first above written.
FAIRBROOK LEASING, INC.,
as Sublessor or
By: /s/ Mark D. Pugliese
--------------------
Mark D. Pugliese
Vice President and
General Counsel
By: /s/ Gena H. Laurent
-------------------
Gena H. Laurent
Assistant Vice President
CHAUTAUQUA AIRLINES, INC.,
as Sublessee
By: /s/ Timothy L. Coon
-------------------
Timothy L. Coon
Senior vice President
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Lease Rent Schedule
Aircraft Lease Agreement No. 8
<Table>
<Caption>
Basic Rent
Date PMT No. Payment
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
</Table>
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Stipulated Loss Value
SAAB 340A-123
<Table>
<Caption>
Date PMT No. Stipulated Loss Value
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
</Table>
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NOTE TO EXHIBIT 10.18(a)
The 14 additional Sublease Supplements No. 1 are substantially identical in all
material respects to the filed Sublease Supplement No. 1 except as follows:
<Table>
<Caption>
- ------------------------------------- ----------------------------------- -----------------------------------
TAIL NUMBER CLOSING DATE OWNER-PARTICIPANT
- ------------------------------------- ----------------------------------- -----------------------------------
N140CQ October, 1996 Fairbrook Leasing
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N152CQ October, 1996 Fairbrook Leasing
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N96CN October, 1996 Fairbrook Leasing
- ------------------------------------- ----------------------------------- -----------------------------------
N108CQ October, 1996 Fairbrook Leasing
- ------------------------------------- ----------------------------------- -----------------------------------
N149CQ October, 1996 Fairbrook Leasing
- ------------------------------------- ----------------------------------- -----------------------------------
N150CQ October, 1996 Fairbrook Leasing
- ------------------------------------- ----------------------------------- -----------------------------------
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</Table>