AMENDMENT No. 6 TO LETTER AGREEMENT DCT-015/2004
|
EXHIBIT
10.40 (f)
|
|
CONFIDENTIAL
TREATMENT
|
|
REQUESTED
PURSUANT TO RULE 24b-2
|
| 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. |
|
CONFIDENTIAL
|
AMENDMENT
No. 6 TO LETTER AGREEMENT DCT-015/2004
This
Amendment No. 6 to Letter Agreement DCT-015/2004, dated as of October 18, 2005
(“Amendment No. 6”) relates to the Letter Agreement DCT-015/2004 (the “Letter
Agreement”) between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer”)
and Republic Airline Inc. (“Buyer”) dated March 19, 2004 and which concerns the
Purchase Agreement DCT-014/2004 (the “Purchase Agreement”), as amended from time
to time (collectively referred to herein as “Agreement”). This Amendment No. 6
is between Embraer and Buyer, collectively referred to herein as the
“Parties”.
This
Amendment No. 6 sets forth additional agreements between Embraer and Buyer
relative to exercise of 5 Conditional Aircraft into 5 Firm Aircraft (as per
Amendment No. 13 to the Purchase Agreement dated as of the date hereof), and
[*].
Except
as
otherwise provided for herein all terms of the Letter Agreement shall remain
in
full force and effect. All capitalized terms used in this Amendment No. 6 that
are not defined herein shall have the meaning given in the Letter Agreement.
In
the event of any conflict between this Amendment No. 6 and the Letter Agreement
the terms, conditions and provisions of this Amendment No. 6 shall control.
NOW,
THEREFORE, for good and valuable consideration which is hereby acknowledged
Embraer and Buyer hereby agree as follows:
| 1. |
Spare
Parts Credit:
|
| 1.1 |
Article
1(ii) of the Letter Agreement shall be deleted and replaced by the
following :
|
"(ii)
Spare Parts Credit: Embraer will provide a spart parts (except for engines,
engine related parts and APU), ground support equipment and test equipment
credit of [*]. This [*] credit shall be made available to Buyer upon [*]. If
for
any reason [*], then [*] Buyer shall [*]. The [*] credit with respect to an
Aircraft shall only be made available to Buyer in the event there is [*]. If
[*]
credit is not so made available to Buyer because [*] such credit shall be made
available at such time thereafter [*]. Any portion of such credit which remains
unused [*] shall be deemed to have been waived by Buyer, and no further
compensation shall be due from Embraer to Buyer for such [*] credit(s). Such
[*]
credit(s) shall be applied [*]."
2.
Aircraft
2.1
[*]
3.
[*]
3.1 [*]
3.2
[*]
4.
Schedule 5
4.1
Schedule
5 to the Letter Agreement is amended to [*]
4.2
Schedule
5 to the Letter Agreement is amended to [*] and to [*]
4.3
[*] of
Schedule 5 to the Letter Agreement is amended by [*]
5.
[*]
Aircraft
For
all
purposes of the Purchase Agreement and the Letter Agreement (and the exhibits,
schedules and attachments to either of the foregoing), the term [*] shall mean
[*]
6.
[*]
[*].
7.
Miscellaneous
All
other
provisions of the Letter Agreement which have not been specifically amended
or
modified by this Amendment No. 6 shall remain valid in full force and effect
without any change.
_____
*Confidential
CONFIDENTIAL
IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 6 to Letter Agreement to be
effective as of the date first written above.
| EMBRAER - Empresa Brasileira de Aeronáutica S.A. | REPUBLIC AIRLINE INC. | ||
| /s/ Xxxxxxx Xxxxxxxx Forjaz | /s/ Xxxxx Xxxxxxx | ||
|
|
|
||
| Name:
Xxxxxxx Xxxxxxxx Forjaz Title: Executive Vice President Corporate Communication |
Name:
Xxxxx Xxxxxxx Title: President |
| /s/ Xxxx Xxxx X. Xxxxxx | |||
|
|
|||
| Name:
Xxxx
Xxxx
X. Xxxxxx Title: Director of Contracts - Airline Market |
|||
| Date: October 18, 2005 | Date: October 18, 2005 | ||
| Place: San Xxxx Dos Xxxxxx, X.X. | Place: Indianapolis, IN | ||
| Witness: /s/ Xxxxxxxx Xxxxx | Witness /s/ Xxxx-Xxxx Xxxxxx | ||
| Name: Xxxxxxxx Xxxxx | Name: Xxxx-Xxxx Xxxxxx |
