AMENDMENT No. 9 TO PURCHASE AGREEMENT DCT-014/2004
Exhibit
10.4
CONFIDENTIAL
TREATMENT
REQUESTED
PURSUANT TO RULE 24b-2
AMENDMENT
No. 9 TO PURCHASE AGREEMENT DCT-014/2004
This
Amendment No. 9 to Purchase Agreement DCT-014/2004, dated as of March
31st, 2005
(“Amendment No. 9”) relates to the Purchase Agreement DCT-014/2004 (the
“Purchase Agreement”) between Embraer - Empresa Brasileira de Aeronáutica S.A.
(“Embraer”) and Republic Airline Inc. (“Buyer”) dated March 19, 2004 as amended
from time to time (collectively referred to herein as “Agreement”). This
Amendment No. 9 is between Embraer and Buyer, collectively referred to herein as
the “Parties”.
This
Amendment No. 9 sets forth additional agreement between Embraer and Buyer
relative [*]
Conditional Aircraft and Option Aircraft.
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. 9,
which are not defined herein shall have the meaning given in the Purchase
Agreement. In the event of any conflict between this Amendment No. 9 and the
Purchase Agreement the terms, conditions and provisions of this Amendment No. 9
shall control.
WHEREAS, in
connection with the Parties’ agreement above mentioned, the Parties have now
agreed to amend the Purchase Agreement as provided for below:
NOW,
THEREFORE, for good and valuable consideration which is hereby acknowledged
Embraer and Buyer hereby agree as follows:
1.
Conditional Aircraft:
1.1 The
opening paragraph of Article 22, the delivery schedule table and the first
paragraph of Article 22.1 of the
Purchase Agreement shall be deleted and replaced by the following:
“Subject
to confirmation by Buyer as described below, Buyer shall have the right to
purchase up to twenty (20) additional Aircraft (the "Conditional Aircraft"), to
be delivered on the
last day of the applicable month set forth below or such earlier date in such
month specified pursuant to Article 7.1:
|
Conditional
A/C
|
Delivery
Month
|
Conditional
A/C
|
Delivery
Month
|
|
1 |
Apr
2006 |
12 |
[*] |
|
2 |
[*] |
13 |
[*] |
|
3 |
[*] |
14 |
[*] |
|
4 |
[*] |
15 |
[*] |
|
5 |
[*] |
16 |
[*] |
|
6 |
[*] |
17 |
[*] |
|
7 |
[*] |
18 |
[*] |
|
8 |
[*] |
19 |
[*] |
|
9 |
[*] |
20 |
[*] |
|
10 |
[*] |
21 |
Jan
2007 |
|
11 |
[*] |
22.1 Buyer's
right to purchase [*] shall be
subject to Buyer giving notice to Embraer of its election to purchase
[*] on or
before [*] and
[*] shall be
subject to [*]. Buyer
shall be allowed to confirm the acquisition of all or part of [*].”
1.2. The
second paragraph of Article 22.1 shall remain unchanged.
____________
*
Confidential
CERTAIN
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE 24b-2
OF THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED MATERIALS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
2.
Option Aircraft: The
opening paragraph of Article 23 and delivery schedule table of the Purchase
Agreement shall be deleted and replaced by the following:
“Buyer
shall have the option to purchase [*], to be
delivered on the
last day of the applicable month set forth below or such earlier date in such
month specified pursuant to Article 7.1:
|
“Option
Aircraft |
Delivery
Month |
Option
Aircraft |
Delivery
Month |
|
1 |
Feb
2007 |
21 |
[*] |
|
2 |
[*] |
22 |
[*] |
|
3 |
[*] |
23 |
[*] |
|
4 |
[*] |
24 |
[*] |
|
5 |
[*] |
25 |
[*] |
|
6 |
[*] |
26 |
[*] |
|
7 |
[*] |
27 |
[*] |
|
8 |
[*] |
28 |
[*] |
|
9 |
[*] |
29 |
[*] |
|
10 |
[*] |
30 |
[*] |
|
11 |
[*] |
31 |
[*] |
|
12 |
[*] |
32 |
[*] |
|
13 |
[*] |
33 |
[*] |
|
14 |
[*] |
34 |
[*] |
|
15 |
[*] |
35 |
[*] |
|
16 |
[*] |
36 |
[*] |
|
17 |
[*] |
37 |
[*] |
|
18 |
[*] |
38 |
[*] |
|
19 |
[*] |
39 |
[*] |
|
20 |
[*] |
40 |
Apr
2009” |
3.
Miscellaneous: All other
provisions of the Agreement which have not been specifically amended or modified
by this Amendment No. 9 shall remain valid in full force and effect without any
change.
[Remainder
of page intentionally left in blank]
__________
*
Confidential
IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 9 to Purchase Agreement to be
effective as of the date first written above.
|
EMBRAER
- Empresa Brasileira de Aeronáutica S.A. |
Republic
Airline Inc. | ||
| /s/ Xxxxxxxxx Xxxxxx Curado | /s/ Xxxxx Xxxxxxx | ||
|
|
| ||
| Name: Xxxxxxxxx Xxxxxx
Curado Title: Executive Vice President Civil Aircraft |
Name: Xxxxx Xxxxxxx
Title: President |
| /s/ Xxxxxx Xxxxxx | Date: March 31, 2005 | ||
|
|
Place: Indianapolis, IN, USA | ||
|
Name: Xxxxxx
Xxxxxx
Title: Sr. Vice President Airline Market Date: March 31, 2005
Place: Sao Xxxx Dos Xxxxxx, XX, Brazil |
| Witness: /s/ Xxxxxx Xxxxxxx Xxxxx | Witness: /s/ Xxxx-Xxxx Xxxxxx | ||
|
|
| ||
| Name: Xxxxxx Xxxxxxx Xxxxx |
Name: Xxxx-Xxxx
Xxxxxx |
