AMENDMENT No. 18 TO PURCHASE AGREEMENT DCT-014/2004
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EXHIBIT
10.39(r)
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CONFIDENTIAL
TREATMENT
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REQUESTED
PURSUANT TO RULE 24b-2
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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.
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AMENDMENT
No. 18 TO PURCHASE AGREEMENT DCT-014/2004
This
Amendment No. 18 to Purchase Agreement DCT-014/2004, dated as of January 12,
2007 (“Amendment No. 18”) 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. 18 is between Embraer and Buyer, collectively referred to herein
as the “Parties”.
This
Amendment No. 18 sets forth additional agreements between Embraer and Buyer
relative *** Buyer’s exercise of an assigned option to purchase eight (8)
Embraer 175 model 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.
18,
which are not defined herein shall have the meaning given in the Purchase
Agreement. In the event of any conflict between this Amendment No. 18 and the
Purchase Agreement the terms, conditions and provisions of this Amendment No.
18
shall control.
WHEREAS,
In
connection with an amendment to the jet service agreement between US Airways,
Inc., and Buyer, US Airways Group, Inc. (“US Airways Group”) desires to assign
to Buyer, and Buyer desires to accept the assignment of, options to purchase
eight (8) EMBRAER 175 model aircraft (the “Eight US Airways 175 Option
Aircraft”) held by US Airways Group pursuant to the Amended and Restated
Purchase Agreement DCT-021/03 between US Airways Group and Embraer (as amended,
the “US Airways Purchase Agreement”);
Embraer
is willing to consent to the assignment of such options pursuant to the Second
Option Aircraft Conversion, Purchase Right Assignment and Manufacturer’s Consent
dated as of the date hereof, among US Airways Group, Buyer and Embraer (the
“US
Airways 175 Assignment”), ***; and
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. | Firm Aircraft |
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1.1
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Buyer
hereby exercises the option to purchase the Eight US Airways 175
Option
Aircraft. ***
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1.2
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The
table containing the delivery schedule in Article 5.1 of the Purchase
Agreement is hereby deleted in its entirely and replaced with the
following:
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Firm
A/C
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Delivery
Month
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Firm
A/C
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Delivery
Month
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49
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Jan
07
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***
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68
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***
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***
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***
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50
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***
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***
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***
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69
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***
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***
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***
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51
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***
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***
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***
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70
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***
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***
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***
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52
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***
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***
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***
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71
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***
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***
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***
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53
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***
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***
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***
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72
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***
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***
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***
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54
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***
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***
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***
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73
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***
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***
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***
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55
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***
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***
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***
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74
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***
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***
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***
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56
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***
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***
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***
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75
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***
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***
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***
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57
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***
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***
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***
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76
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***
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***
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***
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58
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***
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***
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***
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77
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***
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***
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***
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59
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***
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***
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***
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78
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***
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***
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***
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60
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***
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***
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***
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79
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***
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***
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***
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61
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***
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***
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***
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80
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***
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***
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***
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62
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***
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***
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***
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81
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***
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***
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***
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63
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***
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***
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***
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82
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***
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***
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***
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64
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***
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***
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***
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83
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***
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***
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***
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65
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***
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***
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***
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84
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***
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***
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***
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66
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***
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***
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***
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85
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***
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***
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***
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67
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***
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***
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***
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86
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Jul
08
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***
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_____________
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Confidential
Note:
The
first 48 XXXXXXX 000 Xxxxxxxx (Xxxxxxxx #0 xx # 00) were already
delivered.
| 2. | Attachment "B": *** is hereby***. |
| 3. |
Effect
of US Airways 175
Assignment:
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3.1
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Buyer’s
sole rights against Embraer and obligations to Embraer with respect
to the
aircraft positions that are the subject the US Airways 175 Assignment
shall be its rights and obligations with respect to the eight (8)
firm
order EMBRAER 175 Aircraft ***.
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3.2
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Buyer
agrees that it has no rights ***
in
connection with the US Airways 175
Assignment.
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All
other
provisions of the Agreement which have not been specifically amended or modified
by this Amendment No. 18 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. 18 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/ Xxxxxxx Xxxxxx | By /s/ Xxxxx Xxxxxxx | ||
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| Name:
Xxxxxxx
Xxxxxx Title: Executive Vice President Engineering and Development |
Name:
Xxxxx
Xxxxxxx Title: President |
| By /s/ Xxxx Xxxx X. Xxxxxx | Date: January 12, 2007 | ||
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Place: Indianapolis | ||
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Name:
Xxxx
Xxxx X. Xxxxxx
Title: Director of Contracts Airline Market Date: January 12th, 2007
Place: Sao Xxxx
Dos Xxxxxx,
XX, Brazil
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| Witness: /s/ Xxxxxx Xxxxxxx Xxxxx | Witness: /s/ Xxxx-Xxxx Xxxxxx | ||
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| Name: Xxxxxx Xxxxxxx Xxxxx | Name: Xxxx-Xxxx Xxxxxx |
Acknowledged
and agreed by Republic Airways Holdings Inc. with respect to all terms of this
Amendment No. 18 and all previous amendments, in its capacity as “Guarantor”
pursuant to the Guaranty by it to Embraer dated March 19, 2004.
| By /s/ Xxxxx Xxxxxxx | |||
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| Name:
Xxxxx
Xxxxxxx Title: President |
| By /s/ Xxxx-Xxxx Xxxxxx | |||
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| Name:
Xxxx-Xxxx Xxxxxx Title: Vice President of Corporate Development |
Date:
January 12, 2007
Place:
Indianapolis
