CONFIDENTIAL AMENDMENT No. 21 TO PURCHASE AGREEMENT DCT-014/2004
EXHIBIT
10.39(u)
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. 21 TO PURCHASE AGREEMENT DCT-014/2004
This
Amendment No. 21 to Purchase Agreement DCT-014/2004, dated as of June 5th, 2008
(“Amendment No. 21”) 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. 21 is between Embraer and Buyer, collectively referred to herein
as the “Parties”.
This
Amendment No. 21 sets forth additional agreements between Embraer and Buyer
relative to the Aircraft [*]
and [*] Option
Aircraft and the consequent changes to the Option Aircraft delivery
schedule.
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. 21,
which are not defined herein shall have the meaning given in the Purchase
Agreement. In the event of any conflict between this Amendment No. 21 and the
Purchase Agreement the terms, conditions and provisions of this Amendment No. 21
shall control.
WHEREAS, Buyer and Embraer
have agreed to adjust the Aircraft Basic Price of all Aircraft to be
delivered as of the date hereof.
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:
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1.
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Subject: Article 2.3 of
the Purchase Agreement is hereby deleted and replaced as
follows:
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2.3
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Buyer
shall have the option to purchase up to sixty-four (64) Option EMBRAER 170
Aircraft, in accordance with Article 23.”
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| 2. | Interior configuration changes: |
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2.1
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Attachment
A-2 (Delta 175) to the Purchase Agreement shall be changing by adding the
following new equipment to all Delta E175
Aircraft:
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[*]
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[*]
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2.2
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The
Basic Price of the Delta E175 Aircraft shall be increased [*] due to the new
equipment specified in Section 2.1 above.
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| 3. | Basic Price revision: |
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3.1
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For
the Aircraft to be delivered to Buyer after the date hereof, Article 3.1
of the Purchase Agreement shall be deleted and replaced by the
following:
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"3.1
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Buyer
agrees to pay Embraer, subject to the terms and conditions of this
Agreement, in United States dollars, the following amount per unit Basic
Prices:
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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[*]
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Notes:
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(1)
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Aircraft #1
to #48 (EMBRAER 170) and #49 to #82 (EMBRAER 175) were already
delivered.
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_____
*
Confidential
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4.
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Option
Aircraft:
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4.1
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[*]. [*]
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4.2
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The
opening paragraph of Article 23 and delivery schedule table of the
Purchase Agreement are hereby deleted and replaced by the
following:
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“Buyer
shall have the option to purchase up to 64 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:
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Option
A/C
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Delivery
Month
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Option
A/C
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Delivery
Month
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Option
A/C
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Delivery
Month
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1
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Oct
09
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23
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[*]
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45
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[*]
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2
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[*]
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24
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[*]
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46
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[*]
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3
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[*]
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25
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[*]
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47
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[*]
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4
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[*]
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26
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[*]
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48
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[*]
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5
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[*]
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27
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[*]
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49
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[*]
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6
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[*]
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28
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[*]
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50
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[*]
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7
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[*]
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29
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[*]
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51
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[*]
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8
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[*]
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30
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[*]
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52
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[*]
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9
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[*]
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31
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[*]
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53
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[*]
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10
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[*]
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32
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[*]
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54
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[*]
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11
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[*]
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33
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[*]
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55
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[*]
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12
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[*]
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34
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[*]
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56
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[*]
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13
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[*]
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35
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[*]
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57
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[*]
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14
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[*]
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36
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[*]
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58
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[*]
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15
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[*]
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37
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[*]
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59
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[*]
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16
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[*]
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38
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[*]
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60
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[*]
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17
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[*]
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39
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[*]
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61
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[*]
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18
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[*]
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40
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[*]
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62
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[*]
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19
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[*]
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41
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[*]
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63
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[*]
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20
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[*]
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42
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[*]
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64
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Apr
15”
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21
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[*]
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43
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[*]
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||
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22
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[*]
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44
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[*]
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4.3
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[*]
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4.4
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[*]
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5.
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Miscellaneous: All other
provisions of the Agreement which have not been specifically amended or
modified by this Amendment No. 21 shall remain valid in full force and
effect without any change.
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_____
*
Confidential
CONFIDENTIAL
IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 21 to 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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Republic
Airline Inc.
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|||
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/s/
Xxxxx Xxxx Junior
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/s/
Xxxxx Xxxxxxx
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Name:
Xxxxx Xxxx Junior
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Name
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Title:
Executive Vice President Airline Market
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Title
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/s/
Xxxx
Xxxx X. Xxxxxx
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Date:
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|||
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Name:
Xxxx
Xxxx X. Xxxxxx
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Place:
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|||
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Title:
Vice President Contracts Airline Market
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| Date: | ||||
| Place: |
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Witness:
/s/ Xxxxxx Xxxxxxx Xxxxx
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/s/
Lars Xxxx-Xxxxxx
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|||
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Name:
Xxxxxx Xxxxxxx Xxxxx
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Name
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