ADDENDUM NUMBER 1 to LW AIR I LEASE/MANAGEMENT AGREEMENTS
Exhibit
10.19
ADDENDUM
NUMBER 1
to
LW
AIR I LEASE/MANAGEMENT AGREEMENTS
THIS
ADDENDUM NUMBER 1 (“Addendum”) is made this 22nd day of
January, 2010, between Avantair, Inc. (“Lessee”) and LW Air I, LLC
(“Lessor”);
WHEREAS
Lessee and Lessor have previously entered into an Aircraft Lease Agreement dated
October 19, 2009, an Aircraft Management Agreement dated October 19, 2009, and a
Cross Lease Exchange Agreement dated October 19, 2009, with other exhibits (the
“Lease/Management Agreements”;
WHEREAS,
the Lease/Management Agreements pertain to a particular Xxxxxxx X-000 aircraft
with serial number 1181 and U.S. Registration No. N189SL (the
“Aircraft”);
WHEREAS
Lessee and Lessor now desire to amend said Lease/Agreements,
FOR
CONSIDERATION of the mutual promises, agreements and understandings contained in
the Lease/Management Agreements; Lessee and Lessor (“the parties”) agree as
follows:
Lessor
and Lessee acknowledge and agree that when Lessee is in possession of the
Aircraft during the term of the Aircraft Management Agreement, Lessee shall at
all times retain operational control of the Aircraft and possession, command and
control thereof and holds sole authority over initiating, conducting, or
terminating a flight. While operating the Aircraft, Lessee also
agrees that they shall comply with the rules and regulations of Part 135 of the
FAR’s, regardless if the Aircraft is being operated pursuant to FAR Part 91K by
a fractional co-owner in Lessee’s fractional aircraft program.
Further,
Lessee acknowledges and agrees that they have fully reviewed OpSpec A008 and
shall comply with all provisions of this document while operating the
Aircraft. Further, both parties agree that Lessor shall have no right
to reject any flight crewmember for any reason or no reason so that it may
violate any provisions of Part 135 of the FAR’s and OpSpec A008.
To the
extent that there is any inconsistency with the description of operational
control in any of the documents that make up the Lease/Management Agreements,
this Addendum shall prevail.
Except as
provided in this Addendum, all terms and conditions of the Lease/Management
Agreement are hereby ratified and confirmed by the parties.
IN
WITNESS WHEREOF, the parties have executed this Addendum of the Lease/Management
Agreements on the date first above written.
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LW
Air I, LLC
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By:
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/s/ Xxxxx Xxxx
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By:
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/s/ Xxxxxx X. Xxxxx
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Title:
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Title:
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