AMENDMENT No. 7 TO AMENDED AND RESTATED PURCHASE AGREEMENT DCT-021/03
Exhibit 10.4
AMENDMENT No. 7 TO AMENDED AND RESTATED
PURCHASE AGREEMENT DCT-021/03
PURCHASE AGREEMENT DCT-021/03
This Amendment No. 7 to the Amended and Restated Purchase Agreement DCT-021/03, dated as of January
14, 2009 (“Amendment No. 7”) relates to the Amended and Restated Purchase Agreement DCT-021/03 (the
“Purchase Agreement”) between Embraer — Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and US
Airways Group, Inc. (“Buyer”) dated June 13, 2006, as amended from time to time (collectively
referred to herein as “Agreement”). This Amendment No. 7 is between Embraer and Buyer,
collectively referred to herein as the “Parties”.
This Amendment No. 7 sets forth additional agreements between Embraer and Buyer with respect to the
matters set forth herein.
Except as otherwise provided for herein, all terms of the Purchase Agreement shall remain in full
force and effect. All capitalized terms used in this Amendment No. 7 which are not defined herein
shall have the meaning given in the Purchase Agreement. In the event of any conflict between this
Amendment No. 7 and the Purchase Agreement, the terms, conditions and provisions of this Amendment
No. 7 shall control.
WHEREAS, Embraer and Buyer have agreed to revise the Contractual Delivery Month of the Additional
Aircraft and Option Aircraft.
NOW, THEREFORE, for good and valuable consideration which is hereby acknowledged, Embraer and Buyer
hereby agree as follows:
1. Additional Aircraft delivery schedule:
1.1 Article 1.2 of Attachment “E” to the Purchase Agreement shall be deleted and replaced by the
following:
“1.2 Additional Aircraft, subject to confirmation by Buyer
Additional | Xxxxxxxxxxx Xxxxxxxx | |||||||
Xxxxxxxx # | Xxxxx | Xxxxx # | ||||||
26** |
** | |||||||
27 |
** | |||||||
28 |
** | ** | ||||||
29 |
** | |||||||
30 |
** | |||||||
31** |
** | |||||||
32 |
** | |||||||
33 |
** | ** | ||||||
34 |
** | |||||||
35 |
** | |||||||
36** |
** | |||||||
37 |
** | |||||||
38 |
** | ** |
Amendment No. 7 to the Amended and Restated Purchase Agreement DCT-021/03 | ||
**Confidential Treatment Requested. |
Additional | Xxxxxxxxxxx Xxxxxxxx | |||||||
Xxxxxxxx # | Xxxxx | Xxxxx # | ||||||
00 |
** | |||||||
40 |
** | |||||||
41** |
** | |||||||
42 |
** | |||||||
43 |
** | ** | ||||||
44 |
** | |||||||
45 |
** | |||||||
46** |
** | |||||||
47 |
** | |||||||
48 |
** | ** | ||||||
49 |
** | |||||||
50 |
** | |||||||
51** |
** | |||||||
52 |
** | |||||||
53 |
** | ** | ||||||
54 |
** | |||||||
55 |
** | |||||||
56** |
** | ** | ||||||
57 |
** |
Buyer to provide confirmation to Embraer of its intention to purchase each block of Additional
Aircraft (above identified as of Block **) ** before the Contractual Delivery Month of the first
aircraft in each block of Additional Aircraft. The first aircraft of each block of Additional
Aircraft **.”
2. Option Aircraft delivery schedule:
2.1 Article 2 of Attachment “E” to the Purchase Agreement shall be deleted and replaced by the
following:
“2. Option Aircraft Delivery Schedule
Option Aircraft
Option | ||||
Aircraft # | Contractual Delivery Month | |||
1 |
** | |||
2 |
** | |||
3 |
** | |||
4 |
** | |||
5 |
** | |||
6 |
** | |||
7 |
** | |||
8 |
** | |||
9 |
** | |||
10 |
** | |||
11 |
** | |||
12 |
** | |||
13 |
** | |||
14 |
** |
Amendment No. 7 to the Amended and Restated Purchase Agreement DCT-021/03 | ||
**Confidential Treatment Requested. |
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Option | ||||
Aircraft # | Contractual Delivery Month | |||
15 |
** | |||
16 |
** | |||
17 |
** | |||
18 |
** | |||
19 |
** | |||
20 |
** |
3. Miscellaneous:
All other terms and conditions of the Purchase Agreement which are not specifically amended or
modified by this Amendment No. 7 shall remain in full force and effect without any change.
IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and
executed this Amendment No. 7 to Purchase Agreement to be effective as of the date first written
above.
EMBRAER — Empresa Brasileira de Aeronáutica S.A. | US Airways Group, Inc. | |||||||
By:
|
/s/ Xxxxx Xxxxxxxx | By: | /s/ Xxxxxx X. Xxxx | |||||
Name: Xxxxx Xxxxxxxx Title: Executive Vice President of |
Name: Xxxxxx X. Xxxx Title: Vice President and Treasurer |
|||||||
Industrial Operations | ||||||||
By:
|
/s/ Xxxxxx Xxxxxx | Date: January 14, 2009 | ||||||
Name: Xxxxxx Xxxxxx Title: Executive Vice President and General Counsel |
Place: Tempe, Arizona | |||||||
Date: January 15, 0000 | ||||||||
Xxxxx:
Xxx Xxxx Xxx Xxxxxx, Xxxxxx |
Witness:
|
/s/ Xxxxxx Xxxxxxx Xxxxx
|
Witness: | /s/ Xxxxx Xxx
|
Amendment No. 7 to the Amended and Restated Purchase Agreement DCT-021/03 | ||
**Confidential Treatment Requested. |
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