AMENDMENT NUMBER 11 TO AMENDED AND RESTATED PURCHASE AGREEMENT GCT-025/98
Exhibit
10.3
CONFIDENTIAL
TREATMENT
REQUEST
PURSUANT TO RULE 24b-2
CONFIDENTIAL
AMENDMENT
NUMBER 11 TO AMENDED AND
RESTATED
PURCHASE AGREEMENT GCT-025/98
This
Amendment Number 11 to Amended and Restated Purchase Agreement GCT-025/98,
dated
as of May 31, 2005 (“Amendment No. 11”) relates to the Amended and Restated
Purchase Agreement GCT-025/98 (the “Purchase Agreement”) between Embraer -
Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and Republic Airways Holdings
Inc. (“Buyer”) dated April 19, 2002 as amended from time to time (collectively
referred to herein as “Agreement”). This Amendment No. 11 is between Embraer and
Buyer, collectively referred to herein as the “Parties”.
This
Amendment No. 11 constitutes an amendment and modification to the Purchase
Agreement. All terms defined in the Purchase Agreement shall have the same
meaning when used herein and in case of any conflict between this Amendment
No.11 and the Purchase Agreement, conditions and provisions of this Amendment
No. 11 shall control.
Whereas,
Embraer and Buyer agreed to new [*]for
the
Option Aircraft.
Now,
therefore, for good and valuable consideration which is hereby acknowledged
Embraer and Buyer hereby agree as follows:
1.
Option Aircraft:
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The
Option Aircraft delivery
schedule of Article 24 shall be deleted and replaced with the
following:
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“Option
Aircraft
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Aircraft Number per Operator
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Delivery
Month
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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.
CONFIDENTIAL
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1.2
Article 24.e shall be deleted and replaced by the following:
“e.
CONFIRMATION
OF OPTIONS:
Buyer
at
its option may exercise the Options[*]by
means
of notice to Embraer [*]At
that
time, Buyer shall [*]then
applicable for [*].
Embraer
shall [*]after
Buyer’s notice [*]if
a
Delivery Month is [*]shall
mutually agree to [*]which
shall not be[*].”
2.
Miscellaneous:
All
other
provisions of the Purchase Agreement, which have not been specifically amended
or modified by this Amendment No. 11 shall remain valid 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. 11 to Amended and Restated Purchase
Agreement to be effective as of the date first written above.
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EMBRAER
- Empresa Brasileira de Aeronáutica S.A.
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By /s/
Xxxxxxx Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Executive
Vice President Development and Industry
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By /s/
Xxxxx Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title:
President
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By /s/
Xxxx Xxxx Xxxxxx
Name: Xxxx
Xxxx Xxxxxx
Title: Director
of Contracts Airline Market
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Date: May
31,
2005 Date: May
31,
2005
Place: Sao
Xxxx
dos Xxxxxx, XX, Brazil Place: Indianapolis,
IN
Witnesses:
Witness:
/s/
Xxxxxx Xxxxxxx Xxxxx Witness:
/s/
Xxxx-Xxxx Xxxxxx
Name: Xxxxxx
Xxxxxxx Xxxxx Name:
Xxxx-Xxxx Xxxxxx
