AMENDMENT No. 22 TO PURCHASE AGREEMENT DCT-014/2004
EXHIBIT
10.39(v)
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.
AMENDMENT
No. 22 TO PURCHASE AGREEMENT DCT-014/2004
This
Amendment No. 22 to Purchase Agreement DCT-014/2004, dated as of September
5th,
2008 (“Amendment No. 22”) relates to the Purchase Agreement DCT-014/2004 (the
“Purchase Agreement”) between Embraer - Empresa de Brasileira
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. 22 is between Embraer and Buyer, collectively
referred to herein as the “Parties”.
This
Amendment No. 22 sets forth additional agreements between Embraer and Buyer
relative to change in the escalation indices.
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. 22,
which are not defined herein, shall have the meaning given in the Purchase
Agreement. In the event of any conflict between this Amendment No. 22 and the
Purchase Agreement the terms, conditions and provisions of this Amendment No. 22
shall control.
NOW,
THEREFORE, for good and valuable consideration which is hereby acknowledged
Embraer and Buyer hereby agree as follows:
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1.
Changes in the Escalation Formula
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Due to
the fact that the [*]
Indices [*] are
no longer published [*]
the Purchase Price for all Aircraft shall be calculated as described
below.
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2. Miscellaneous: All
other provisions of the Agreement which have not been specifically amended
or modified by this Amendment No. 22 shall remain valid in full force and
effect without any change.
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*
Confidential
IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 22 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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/s/
Antonio Xxxx Xxxxxxx Xxxxx
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/s/
Xxxxx Xxxxxxx
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Name:
Antonio Xxxx Xxxxxxx Xxxxx
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Name:
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Title:
Executive Vice-President Finance & CFO
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Title:
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/s/
Xxxx Xxxx X. Xxxxxx
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Date:
September 5, 2008
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Name:
Xxxx Xxxx X. Xxxxxx
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Place:
Indianapolis, Indiana
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Title:
Vice President Contracts Airline Market
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| Date: September 8th, 2008 | ||||
| Place: São Xxxx Dos Xxxxxx, XX, Brazil | ||||
| Witness: /s/ Xxxxxx Xxxxxxx Xxxxx | Witness: /s/ Xxxx-Xxxx Xxxxxx | |||
| Name: Xxxxxx Xxxxxxx Xxxxx | Name: Xxxx-Xxxx Xxxxxx |
| ATTACHMENT "D1" - ESCALATION FORMULA |
[*]
*Confidential
