Attached files
| file | filename |
|---|---|
| S-1/A - Avantair, Inc | v172078_s1a.htm |
| EX-5.1 - Avantair, Inc | v172078_ex5-1.htm |
| EX-23.1 - Avantair, Inc | v172078_ex23-1.htm |
| EX-10.18 - Avantair, Inc | v172078_ex10-18.htm |
| EX-10.19 - Avantair, Inc | v172078_ex10-19.htm |
| EX-10.17 - Avantair, Inc | v172078_ex10-17.htm |
| EX-10.13 - Avantair, Inc | v172078_ex10-13.htm |
| EX-10.14 - Avantair, Inc | v172078_ex10-14.htm |
| EX-10.16 - Avantair, Inc | v172078_ex10-16.htm |
Exhibit
10.15
CONFIDENTIAL
TREATMENT
REQUESTED
PURSUANT TO RULE 24b-2
Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 24b-2 under the Securities Exchange Act of
1934. The omitted materials have been filed separately with the Securities and
Exchange Commission.
|
September
15, 2008
|
Electronic
Mail & Overnight Delivery:
Mr.
Steven F. Santo
Chief
Executive Officer
Avantair.
Inc.
27 Wright
Way
Fairfield,
NJ 07004
|
Re:
|
Amendment
of (1) Aircraft Purchase Agreement Dated November 11, 2005 for the
purchase of 36 P-l 80 Avanti II aircraft (the “2005
Agreement”‘) between Piaggio America, Inc. (“Piaggio”“) and
Avantair, Inc. (“Avantair”) and
(2) Aircraft Purchase Agreement dated September 24, 2007 for the
purchase of 22 P-180 Avanti II aircraft (the “2007 Agreement”)
between Piaggio and Avantair.
|
Dear Mr.
Santo:
This
letter (the “Amendment”) sets
forth the terms and provisions of the agreement between Piaggio and Avantair to
amend the 2005 Agreement and the 2007 Agreement referenced above (together, the
“Existing
Agreements”). Piaggio and Avantair hereby agree to amend the
Existing Agreements as follows:
|
1.
|
Deferral
of Aircraft Under the Existing
Agreements.
|
|
|
a.
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Avantair
may defer delivery of a total of up to [***] ([***]) aircraft scheduled
to be delivered in any two consecutive calendar quarters under the
Existing Agreements by giving Piaggio written notice of deferral no less
than three (3) months prior to the first day of the scheduled calendar
quarter for delivery for the deferred aircraft under the pertinent
Existing Agreement.
|
|
|
b.
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Piaggio,
in its sole and absolute discretion, may approve additional requests for
deferral in any six month period, and any such additional deferral shall
be subject to the terms and provisions of this
Amendment.
|
[***]
Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.
|
|
c.
|
Avantair’s
purchase of any aircraft under the 2005 Agreement that is deferred as
provided in this Amendment will become subject to the terms and conditions
of the 2007 Agreement instead of the 2005 Agreement and will be delivered
after the last aircraft subject to the 2007 Agreement is
delivered. In addition, a $ [***] deferral fee (not
subject to any escalation) will be added to the payment due at final
delivery for any aircraft that was scheduled for delivery beginning in Ql
2010 and thereafter. Aircraft deferred under the 2005 Agreement
will be in addition to, and not in substitute for, aircraft to be
delivered under the 2007 Agreement (i.e. this Amendment does not alter the
total number of aircraft subject to the Existing Agreements as amended
hereby except to the extent Piaggio sells an aircraft subject to either
Existing Agreement to a third party as contemplated in Section 2
below). The new Scheduled Delivery Date for any aircraft
deferred under this agreement will be determined by Piaggio based on
aircraft availability.
|
|
2.
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Avantair’s
Failure to Timely Pay Balance Due for Tendered
Aircraft.
|
|
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a.
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In
addition to the remedies available to Piaggio under the Existing
Agreements and without limiting such existing remedies in any way, if
Piaggio tenders a conforming aircraft for delivery under either Existing
Agreement and Avantair fails to pay the balance of the purchase price for
that aircraft in full within three business days of such lender, then
Piaggio shall have the option for twenty (20) days after the end of such
three business day period to elect, in its sole discretion, by written
notice to Avantair to (i) terminate its obligation under the
pertinent. Existing Agreement to sell and deliver that
aircraft to Avantair and (ii) sell the aircraft to any third
party. In the event of any such sale to a third party, Piaggio
will promptly return to Avantair all amounts previously paid by Avantair
to Piaggio with respect to that aircraft and Avantair and Piaggio shall
thenceforth be released from all further obligations to each ether with
respect to that aircraft. If Piaggio does not elect to exercise
its rights under this paragraph 2(a) with respect to that aircraft, it may
exercise any other rights available to it under the Existing Agreements
with respect to that aircraft.
|
|
|
b.
|
If
that aircraft is still available for sale when Avantair has sufficient
funds to pay for that aircraft, then Piaggio, at its sole discretion, may
elect to sell the aircraft to Avantair, in which case Avantair shall pay
the balance of the purchase price for that aircraft in full plus an
additional late payment fee of $[***] per day (calculated
from and including the date of original tender for delivery to and
including the actual delivery date), and the purchase and sale of that
aircraft shall otherwise remain subject to the terms and provisions of the
pertinent Existing Agreement.
|
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3.
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Except
as set forth above in this Amendment, the Existing Agreements remain in
full force and effect and unamended
hereby.
|
By
signing one copy of this letter and returning it to the undersigned, Avantair
agrees to the terms and provisions of this Amendment as set forth
above.
[***]
Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.
Sincerely,
PIAGGIO
AMERICA, INC.
|
By:
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/s/ Eric P. Hinson
|
|
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Eric
P. Hinson, Chief Executive Officer
|
||
Agreed
and accepted:
AVANTAIR,
INC.
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By:
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/s/ Steven F. Santo
|
|
|
Steven
F. Santo, Chief Executive Officer
|
||
[***]
Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.