AMENDMENT No. 12 TO PURCHASE AGREEMENT DCT-014/2004
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EXHIBIT
10.39 (l)
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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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CONFIDENTIAL
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AMENDMENT
No. 12 TO PURCHASE AGREEMENT DCT-014/2004
This
Amendment No. 12 to Purchase Agreement DCT-014/2004, dated as of October 7,
2005
(“Amendment No. 12”) 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. 12 is between Embraer and Buyer, collectively referred to herein
as the “Parties”.
This
Amendment No. 12 sets forth additional agreements between Embraer and Buyer
relative to Aircraft Basic Price increase due to inclusion of the new
thermal/acoustic insulation materials
and
changes [*].
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.
12,
which are not defined herein shall have the meaning given in the Purchase
Agreement. In the event of any conflict between this Amendment No. 12 and the
Purchase Agreement the terms, conditions and provisions of this Amendment No.
12
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:
1.
New Thermal/Acoustic Insulation Materials
| 1.1 |
The
Firm Aircraft number [*] and all subsequent Aircraft shall be delivered
with new thermal/acoustic insulation materials. Such new materials
shall
meet the FAA Operational Requirements [*]. There [*]. The Basic Price
for
the affected Aircraft shall be [*].
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| 1.2 |
Article
3.1 of the Purchase Agreement shall be deleted and replaced by the
following:
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Confidential
CONFIDENTIAL
“3.1
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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Aircraft
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Aircraft
Basic Price
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Economic
Condition
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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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1.3
Notwithstanding the above, Aircraft [*] were [*]. In order to [*], the [*].
2.
Firm Aircraft:
2.1
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 :
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“Firm
A/C
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Delivery
Month
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[*]
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Firm
A/C
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Delivery
Month
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[*]
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1
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Sep
2004
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[*]
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20
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[*]
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[*]
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2
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[*]
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[*]
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21
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[*]
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[*]
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3
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[*]
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[*]
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22
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[*]
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[*]
|
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4
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[*]
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[*]
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23
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[*]
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[*]
|
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5
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[*]
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[*]
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24
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[*]
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[*]
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6
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[*]
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[*]
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25
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[*]
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[*]
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7
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[*]
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[*]
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26
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[*]
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[*]
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8
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[*]
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[*]
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27
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[*]
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[*]
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9
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[*]
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[*]
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28
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[*]
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[*]
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10
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[*]
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[*]
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29
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[*]
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[*]
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11
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[*]
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[*]
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30
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[*]
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[*]
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12
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[*]
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[*]
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31
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[*]
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[*]
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13
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[*]
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[*]
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32
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[*]
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[*]
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14
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[*]
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[*]
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33
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[*]
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[*]
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15
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[*]
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[*]
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34
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[*]
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[*]
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16
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[*]
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[*]
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35
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[*]
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[*]
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17
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[*]
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[*]
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36
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[*]
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[*]
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18
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[*]
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[*]
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37
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[*]
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[*]
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19
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[*]
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[*]
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38
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[*]
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[*]
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39
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Feb
2006
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[*]
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[*]
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Confidential
CONFIDENTIAL
3.
Miscellaneous: All
other
provisions of the Agreement which have not been specifically amended or modified
by this Amendment No. 12 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. 12 to Purchase Agreement to be
effective as of the date first written above.
| EMBRAER - Empresa Brasileira de Aeronáutica S.A. | REPUBLIC AIRLINE INC. | ||
| /s/ Illegible | /s/ Xxxx-Xxxx Xxxxxx | ||
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| Name: Title: |
Name:
Xxxx-Xxxx
Xxxxxx Title: Vice President |
| Date:
October 7,
2005 Place: Sao Xxxx dos Xxxxxx, XX, Brazil |
Date:
October 7, 0000
Xxxxx:
Xxxxxxxxxxxx, XX, XXX
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| Witness: /s/ Xxxxxxxx Xxxxx | Witness: /s/ Xxxxxxx X. Xxxxx | ||
| Name: /s/ Xxxxxxxx Xxxxx | Name: Xxxxxxx X. Xxxxx |
