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EXHIBIT 10.10
FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT is made between NAVTECH SYSTEMS
SUPPORT, INC. (hereinafter called "Navtech") and BALTIA AIR
LINES INC., (hereinafter called the "Customer") and becomes
effective upon on the date of the last of the parties to sign below.
WHEREAS the parties entered into an Agreement dated the 15th day of
January 2010, identified as Contract Number BLT100115 (hereinafter
called the "Agreement"); and
WHEREAS the parties wish to modify the Agreement pursuant to Section
15 thereof;
NOW THEREFORE the parties agree to amend the Agreement as follows:
1. ADD in its entirety the following new Schedule, attached
hereto, to the Agreement:
* Schedule D for Navtech Charts
All other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF an intending to be legally bound hereby, the
parties have caused this First Amendment to Agreement to be
executed and do each hereby warrant and represent that
their respective signatories whose signatures appear below have
been and are on the date of their signing duly authorized by all
necessary and appropriate action to execute this First Amendment to
Agreement.
NAVTECH SYSTEMS SUPPORT INC. BALTIA
AIR LINES INC.
By: ---------------------- By: Title:-------------
Title:-------------
Sign:------------- Sign:-------------
Date: _
Date: _
NAVTECH CHARTS
SCHEDULE D
This Schedule D is a part of the Agreement between NAVTECH SYSTEMS
SUPPORT INC. ("Navtech") with a place of business at 295 Hagey
Boulevard, Suite 200, Waterloo, Ontario N2L 6R5, Canada and BALTIA
AIR LINES INC. "Customer") with a place of business at 63-25
Saunders Street, Suite 71, Rego Park, New York,11374, USA.
Section 1
DEFINITIONS
1.1 AD- Aerodromes provided by Navtech.
1.2 Navtech Charts-the Navtech Charts provided hereunder, as
detailed in Section 2.0.
1.3 NOTAM (notice to airmen)- A notice containing time critical
information that is either of a temporary nature or is not known far
enough in advance to permit publication on aeronautical charts.
1.4 Source Data/AlP- The Company shall produce the charts using the
Source Data provided to or obtained by the Company from the
national government and/or regulatory authorities in the
various AlP or NOTAM or Customer Data in accordance with the AIRAC
Cycle and otherwise in a timely manner.
Section 2
SERVICES
Navtech will provide the customer with the following Navtech Charts
products as indicated in the table below.
Details of customer specification
* Tailored Manuals comprised of 45 aerodromes, initially
* Paper subscription delivered by courier at cost to selected
location
* WebCharts company access including tailored manuals
Aircraft Kit Specification
4 X Tailored Manual comprised of 45 aerodromes (SO Max)
1 X Enroute Charts coverage according to selected aerodromes
1 X Text Section
The information contained in the Navtech Charts, Flight Guides and
in all charts, maps, manuals and other documents provided is
obtained from a variety of sources including instrument/flight
procedures designed, prescribed and published by government and/or
regulatory authorities (the States) in the discharge of their
obligations under Articles 37 and 38 of the Convention on
International Civil Aviation (Chicago 1944).
Navtech warrants that the charts contained in the Navtech Charts
are, unless otherwise stated in the charts and subject to minor
amendments or as advised in the supplementary bulletins thereto,
accurate representations of the instrument/flight procedures
prescribed and published by the relevant national and international
regulatory authorities. The information contained in the Navtech
Charts other than those charts mentioned above, accurately
represents, in edited form, material obtained from other sources.
Navtech shall deliver to the Customer in the manner and in the
quantities as described in
Section 4.0.
Section 3
CUSTOMER RESPONSIBILITIES
The customer shall ensure the correct and proper use of the Navtech
Charts documents by their employees and agents.
The customer shall provide a complete list of both primary and
alternate aerodromes to be included in the Navtech Charts products.
The Customer shall advise Navtech of all changes to the deliverables
in accordance with the Change Control Procedure set forth in Section 7.
The Customer is at all times responsible for applying and
maintaining the correct and necessary authorization for operating at
the airports according to the current customer airport list.
Section4
PRICING SCHEDULE
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]]
Section 5
PAYMENT SCHEDULE
* Set-up fees will be invoiced upon contract execution
* Subscription billing will commence upon delivery of the Navtech
Charts to the Customer and Customer's signing of the Acceptance
document.
* The initial invoice for service will include the actual usage
for the first period plus the initial advanced portion of the
billing,where applicable.
* Subscription billing after the initial invoice will be invoiced
quarterly in advance
commencing on the 1st day of the next applicable period
* Invoices will be addressed to:
Baltia Air Lines Inc
John F. Kennedy International Airport
Terminal4, Room 262.089
Jamaica, NY 11430
Attention: Sara Belshaw
Facismile : +1-718-244-8882
Phone: +1-718-244-8880
Email: sara.belshaw@baltia.com
Section 6
DELIVERY & IMPLEMENTATION
Upon receipt of data and its review,Navtech will create a Statement
of Work that includes customer requirements, delivery schedules, and
parameters for user testing and required sign off.
All Products will be delivered to the following address:
Baltia Air Lines Inc
John F. Kennedy International Airport
Terminal 4, Room 262.089
Jamaica,NY 11430
Attention: Jerry Willoughby
Phone: +1-718-244-8880
Email: jerry.willoughby@ baltia.com
Section 7
SUPPORT
Navtech will provide the following Service and Support for the
current version of the Navtech
Charts as follows:
* Current technical and other information about the product
* Telephone guidance and assistance to Customer's contact persons
in connection with
the use of the product through Navtech's support line during the
hours of 08:30-17:00, GMT,Monday thru Friday.
* Email guidance and assistance to Customer's contact persons in
connection with the use
of the product through acs@navtech.aero
* Receipt and response to documented error reports from
Customer's contact persons.
Change Control Procedure
i. The Statement of Work shall be taken as the baseline
specification of the Navtech Chart Service (s) as required by the
Customer and accepted by Navtech at the time of the commencement of
this Agreement.
ii. Any variation to the Navtech Chart Service (s) required by the
customer shall be duly
advised to Navtech by the Customer giving Navtech a minimum of five
(5) working days notice of changes to the contents of the Documents
and a minimum of twenty (20) working days notice of any structural
changes to the Documents (for example in the case of a new
requirement for a Tailored Manual)
iii. Notification of changes by the Customer shall be facilitated
through the use of the Change
Control Form or by other means as may be agreed between the Customer
and Navtech from time to time.
iv. Upon receipt by Navtech of the Change Control Form, or other
form of notification as may
be agreed from time to time, Navtech shall acknowledge the receipt
of the change request and advise the Customer of any change to the
price and advise any lead time requirements prior to the effective
date of the change.
v. Navtech shall maintain a configuration control history of the
Change Control Forms and other notifications made by the Customer to
Navtech and accepted as a change to the Statement of Work.
Section 8
USER ACCEPTANCE
* User Acceptance criteria will be detailed in the Statement of Work
* The Statement of Work will delineate procedures for addressing
issues,if any, with the initial version of the Navtech Charts
delivered to the Customer.
* After the period delineated in the Statement of Work for User
Acceptance Review,the
Customer will certify in writing their acceptance of the Navtech
Charts product.
Section 9
TERM FOR SCHEDULE
Notwithstanding the Term set forth in Agreement to which this
Schedule D is attached, the Term for this Schedule D shall commence
upon the date of the last signature below and terminate five (S)
years from that date.
IN WITNESS WHEREOF and intending to be legally bound
hereby, Navtech and Customer have caused this Schedule to be
executed as of the date listed above, and do each hereby warrant and
represent that their respective signatories whose signatures appear
below have been and are on the date of their signing duly authorized
by all necessary and appropriate action to execute this Schedule.
NAVTECH SYSTEMS SUPPORT INC. BALTIA AIR LINES INC.
/SIGNED/
