V2500 General Terms of Sale Agreement [Side Letter No. 2] - IAE International Aero Engines AG and New Air Corp.
INTERNATIONAL AERO ENGINES [LETTERHEAD] May 4, 1999 Mr. David G. Neeleman New Air Corporation 6322 South 3000 East Suite L201 Salt Lake City, Utah 84121 Subject: Side Letter No. 2 to the V2500 General Terms of Sale between IAE International Aero Engines AG ("IAE") and New Air Corporation ("New Air") dated May 4, 1999 Gentlemen: We refer to the V2500 General Terms of Sale bearing reference marks P:\NewAir\airgta.doc dated May 4, 1999 between IAE and New Air, as amended by Side Letter No. 1 thereto, such contract being hereinafter referred to as the "Contract." Capitalized terms used herein and not otherwise defined in this Side Letter No. 2 shall have the meanings assigned thereto in the Contract. This Side Letter No. 2 provides for certain product support as part of the Contract. 1. V2500 ENGINE AND PARTS SERVICE POLICY 1.1 In respect of Engines originally installed on the Aircraft (other than on Leased Aircraft) and in respect of the spare Engines, IAE hereby amends the duration of coverage provided in the V2500 Engine and Parts Service Policy set forth in Exhibit D1, Section I, Paragraphs A and B to the Contract, as follows: New Air shall be entitled to first run coverage for [****] hours or [****] cycles of engine operation, whichever comes first. Extended first run coverage will be provided from [****] hours or [****] cycles of engine operation (whichever comes first) to [****] hours or [****] cycles of engine operation (whichever comes first) on a pro-rata basis. Therefore, all references to "[****] hours" in Exhibit D-1 are hereby changed to "[****] hours (or [****] cycles, whichever comes first)." Also, all references to "[****] hours" in Exhibit D-1 are hereby changed to "[****] hours (or [****] cycles, whichever comes first)." ---------- [****] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. Page 1 of 4 <Page> 1.2 IAE agrees that with respect to Damaged First Run or Extended First Run Engines under the V2500 Engine and Parts Service Policy set forth in Exhibit D-1 that IAE shall pay the transportation charges from the Maintenance Center and New Air shall pay the transportation charges for sending such part to the Maintenance Center. 2. EMERGENCY ENGINE LEASE POOL SUPPORT IAE has established a worldwide pool of V2500 emergency spare engines for lease to operators of V2500 powered aircraft experiencing unforeseen operational emergencies. This emergency spare engine pool will be available to New Air, if required, under IAE's standard terms of business for lease of V2500 engines, provided that New Air commits to acquire and continues to operate and maintain with respect to its Aircraft a minimum of eight percent (8%) ratio of spare Engines to installed Engines in each thrust category. IAE will make reasonable efforts to place an emergency spare engine for lease at New Air's base at John F. Kennedy International Airport in New York. 3. CUSTOMER SUPPORT 3.1 CUSTOMER SUPPORT REPRESENTATIVE To assist New Air in its V2500 Engine operation, a customer support representative will be stationed on site at New Air's main base at New York City's JFK Airport for a minimum period of twelve (12) months commencing three (3) months prior to Aircraft entry into service at no charge to New Air. A customer support representatives will be primarily assigned to New Air, at no charge, for as long as New Air operates a minimum of ten (10) Aircraft. New Air will provide reasonable office facilities for the Customer Support Representative, free of charge. 3.1.1. ADDITIONAL CUSTOMER SUPPORT REPRESENTATIVE NETWORK The network of Pratt & Whitney, Rolls-Royce and other IAE customer support representatives located at New Air' destinations will be fully trained on all facets of V2500 Engine line maintenance and will be available to assist New Air as required. 3.1.2. CUSTOMER TRAINING IAE will make instructors available to conduct tuition cost-free formal training programs covering engine operation, line maintenance and troubleshooting for reasonable numbers of New Page 2 of 4 <Page> Air personnel at the IAE Customer Training Center in Derby, England for so long as New Air operates one or more Aircraft in frequent, commercial service. Alternatively, IAE can make reasonable quantities of training available at New Air's base at New York City's JFK airport. In such case, New Air would provide the classroom and equipment and pay for the trainer's business class airfare, first class hotel accommodation and reasonable expenses and subsistence for the period where he is away from his normal place of business. 4. TECHNICAL PUBLICATIONS Engine maintenance support publications including the Engine manual, illustrated parts catalog and service bulletins will be available to the latest AT 2100 digital data standards including CD-ROM. IAE will provide New Air free of charge with two (2) hard copies of each applicable V2500 manual and as many CD-ROM copies as may be reasonably necessary; hard copies of V2500 manuals not available on CD-ROM will be provided to New Air free of charge as may be reasonably required and IAE shall undertake to make reasonable efforts to provide such hard copy manuals to New Air in a CD-ROM format. Customized service is restricted to delivered Engine definition and updates and will not include customer originated changes, which would be subject to separate contractual arrangements. 5. AD STATUS IAE agrees to provide to New Air with its Engine turnover documents a complete listing of FAA issued Airworthiness Directives (ADs) relevant to V2500 engines. If requested by New Air, IAE will additionally provide a compliance statement with such listing. (e.g., "As a condition of data - plating the engine, IAE ensures that all applicable FAA issued ADs have been complied with"). Page 3 of 4 <Page> Except as expressly amended by this Side Letter No. 2 and Side Letter No. 1, all provisions of the Contract remain in full force and effect. Very truly yours, Agreed to and Accepted on behalf of IAE International Aero Engines AG New Air Corporation /s/ [Illegible] /s/ [Illegible] -------------------------- -------------------------- Name Name VP. SALES CEO -------------------------- -------------------------- Title Title 5-3-99 5-5-99 -------------------------- -------------------------- Date Date Page 4 of 4