AMENDMENT No. 10 TO PURCHASE AGREEMENT DCT-014/2004
Exhibit
10.2
REQUESTED
PURSUANT TO RULE 24b-2
CONFIDENTIAL
TREATMENT
CONFIDENTIAL
AMENDMENT
No. 10 TO PURCHASE AGREEMENT DCT-014/2004
This
Amendment No. 10 to Purchase Agreement DCT-014/2004, dated as of April 30,
2005
(“Amendment No. 10”) 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. 10 is between Embraer and Buyer, collectively referred to herein
as the “Parties”.
This
Amendment No. 10 sets forth additional agreements between Embraer and Buyer
relative to change on [*]
for
Aircraft [*]
for
the
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.
10,
which are not defined herein shall have the meaning given in the Purchase
Agreement. In the event of any conflict between this Amendment No. 10 and the
Purchase Agreement the terms, conditions and provisions of this Amendment No.
10
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:
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
1.
Firm Aircraft:
1.1
Delivery: The table containing the delivery schedule in Article 5.1 of the
Purchase Agreement shall be deleted in its entirely and replaced with the
following:
|
“Firm
A/C
|
Delivery
Month
|
[*]
|
Firm
A/C
|
Delivery
Month
|
[*]
|
|
1
|
Sep
2004
|
[*]
|
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
|
Feb
2006
|
[*]
|
|
20
|
[*]
|
[*]
|
[*]
[*]
2.
Conditional Aircraft:
2.1
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
|
May
2006
|
12
|
[*]
|
|
2
|
[*]
|
13
|
[*]
|
|
3
|
[*]
|
14
|
[*]
|
|
4
|
[*]
|
15
|
[*]
|
|
5
|
[*]
|
16
|
[*]
|
|
6
|
[*]
|
17
|
[*]
|
|
7
|
[*]
|
18
|
[*]
|
|
8
|
[*]
|
19
|
[*]
|
|
9
|
[*]
|
20
|
[*]
|
|
10
|
[*]
|
21
|
Feb
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
[*].
Buyer shall be allowed to confirm the acquisition of all or part of
[*]."
2.2.
The
second paragraph of Article 22.1 shall remain unchanged.
3.
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 up to forty (40) additional Option 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:
|
“Option
Aircraft
|
Delivery
Month
|
Option
Aircraft
|
Delivery
Month
|
|
1
|
Mar
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
|
May
2009”
|
4.
Miscellaneous: All
other
provisions of the Agreement which have not been specifically amended or modified
by this Amendment No. 10 shall remain valid in full force and effect without
any
change.
CONFIDENTIAL
IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 10 to Purchase Agreement to be
effective as of the date first written above.
|
EMBRAER
- Empresa Brasileira de Aeronáutica S.A.
|
Republic
Airline Inc.
|
|
|
By /s/
Antonio Xxxx Xxxxxxx Xxxxx
Name: Antonio
Xxxx Xxxxxxx Xxxxx
Title: Executive
Vice-President Corporate & CFO
|
By /s/
Xxxxx Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title:
President
|
|
|
By /s/
Xxxxxx Xxxxxx
Name: /s/
Xxxxxx Xxxxxx
Title: Senior
Vice President and General Counsel
|
Date: April
30, 2005
Place: Indianapolis
|
|
|
Date: April
30, 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
