Exhibit 10.6


 


AMENDMENT TO INTERCHANGE
AGREEMENT


 


THIS AMENDMENT TO INTERCHANGE AGREEMENT is made and
entered into effective as of March 1, 2002, by and between CSC
TRANSPORT IV, INC., a Delaware corporation with an office at 8000
Republic Airport, Hangar 5, Farmingdale, New York 11768 (“CSC”), and STERLING AVIATION LLC, a New York
limited liability company with an office at 340 Crossways Park Drive, Woodbury,
New York 11797 (“Counterparty”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, CSC and Counterparty have
entered into an Interchange Agreement dated as of March 1, 2002 (the “Interchange
Agreement”); and


 


WHEREAS, Section 18 of the Interchange
Agreement provides that the Interchange Agreement may be amended by a written
instrument executed by both CSC and Counterparty; and


 


WHEREAS, CSC and Counterparty
have agreed to amend the Interchange Agreement as set forth in this Amendment;


 


NOW,
THEREFORE, in consideration of the foregoing premises, and the covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:


 


1.             Section 14 of the Interchange
Agreement is hereby amended and restated in its entirety to read as follows:


 


Reconciliation for Excess
Use.   If, (i) upon termination
of this Agreement or (ii) at any time that an Expense Differential invoice
is delivered in accordance with Section 2(c), one party (“Party A”) has
utilized a greater amount of flight time on the Aircraft of the other party (“Party
B”), such excess time shall be treated as if it had been flown pursuant to a
time sharing agreement within the meaning of FAR Section 91.501(c)(1).  In such event, Party A shall promptly pay
(within 30 days of invoice) Party B an amount equal to the lesser of (i) the
number of excess flight hours (including fractions thereof ) flown by Party A
on Party B’s Aircraft, multiplied by CSC’s approved budgeted assumed hourly
cost for Party B’s Aircraft for the releavant period; or (ii) the maximum
allowable amount described in FAR Section 91.501(d)(1)-(10) with
respect to such specific excess flight time determined on a last in, first-out
basis (the “Reconciliation Amount”). Payment by Party A of the Reconciliation
Amount for each hour of excess flight time on Party B’s Aircraft during a
calendar year shall reduce the number of excess flight hours incurred by Party
A on Party B’s Aircraft for all purposes of this Agreement (including, without
limitation, Section 2(a), Section 2(e) and this Section 14)
on an hour-for-hour basis.


 

















 


2.             This Amendment may be executed in
one or more counterparts, each of which shall, for all purposes, be deemed an
original, and all of which together shall constitute one and the same
instrument.  Each party may transmit its
signature by facsimile, and such faxed signature shall have the same force and
effect as an original signature.  This
Amendment shall be governed by New York law.


 


IN
WITNESS WHEREOF, CSC and Counterparty have executed this Amendment to
Interchange Agreement this 17th day of March, 2004, effective the date set
forth above.


 


	
   

  	
  CSC
  TRANSPORT IV, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Rosengard

  	
   

  
	
   

  	
   

  	
  Executive Vice
  President & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STERLING
  AVIATION LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William Frewin, Jr

  	
   

  
	
   

  	
   

  	
  Its
  Duly Authorized Manager