CONFIDENTIAL AMENDMENT No. 13 TO PURCHASE AGREEMENT DCT-014/2004
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EXHIBIT
10.39 (m)
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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 gequest for confidential treatment under Rule 24b-2 of the Securities Exchange Act ot 1934. The omitted materials have been filed separately with the Securities and Exchange Commission. |
CONFIDENTIAL
AMENDMENT
No. 13 TO PURCHASE AGREEMENT DCT-014/2004
This
Amendment No. 13 to Purchase Agreement DCT-014/2004, dated as of October 18,
2005 (“Amendment No. 13”) 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. 13 is between Embraer and Buyer, collectively referred to herein
as the “Parties”.
This
Amendment No. 13 sets forth additional agreements between Embraer and Buyer
relative to the confirmation of 5 Conditional Aircraft to 5 Firm Aircraft and
changes on the Firm and Conditional Aircraft delivery schedules.
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.
13,
which are not defined herein shall have the meaning given in the Purchase
Agreement. In the event of any conflict between this Amendment No. 13 and the
Purchase Agreement the terms, conditions and provisions of this Amendment No.
13
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. |
Subject:
Article
2 of the Purchase Agreement shall be deleted and replaced as
follows:
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“Subject
to the terms and conditions of this Agreement:
| 2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of forty-four (44) Aircraft [*]; |
| 2.2 Embraer shall provide to Buyer the Services and the Technical Publications; |
| 2.3 Buyer shall have the right to purchase up to sixteen (16) Conditional Aircraft, in accordance with Article 22; and |
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2.4
Buyer shall have the option to purchase up to
forty (40) Option Aircraft, in accordance with Article
23."
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| 2. |
Firm
Aircraft:
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Confidential
CONFIDENTIAL
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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23
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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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24
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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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25
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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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26
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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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27
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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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28
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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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29
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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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30
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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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31
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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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32
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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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33
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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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34
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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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35
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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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36
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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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37
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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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38
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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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39
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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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40
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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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41
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[*]
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[*]
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20
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[*]
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[*]
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42
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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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43
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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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44
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[*]
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[*]
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[*]
3.
Assignment: In
[*] of
Article 14.2 [*].
4.
Conditional Aircraft:
4.1
The
opening paragraph of Article 22, the delivery schedule table and the first
paragraph of Article 22.1 of
the
Purchase Agreement shall be deleted and replaced by the following:
"Subject
to confirmation by Buyer as described below, Buyer shall have the right to
purchase up to sixteen (16) additional Aircraft (the "Conditional 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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Confidential
CONFIDENTIAL
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Conditional
A/C
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Delivery
Month
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Conditional
A/C
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Delivery
Month
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1
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Oct
2006
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9
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[*]
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2
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[*]
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10
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[*]
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3
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[*]
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11
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[*]
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4
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[*]
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12
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[*]
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5
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[*]
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13
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[*]
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6
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[*]
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14
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[*]
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7
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[*]
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15
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[*]
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8
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[*]
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16
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Mar
2007
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22.1 Buyer's right to purchase [*] shall be subject to Buyer giving notice to Embraer of its election to purchase [*] on or before [*]. Buyer shall be allowed to confirm the acquisition of all or part [*].”
4.2.
The
second paragraph of Article 22.1 shall remain unchanged.
5.
Miscellaneous: All
other
provisions of the Agreement which have not been specifically amended or modified
by this Amendment No. 13 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. 13 to Purchase Agreement to be
effective as of the date first written above.
| EMBRAER - Empresa Brasileira de Aeronáutica S.A. | REPUBLIC AIRLINE INC. |
| /s/ Xxxxxxx Xxxxxxxx Forjaz | /s/ Xxxxx Xxxxxxx |
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| Name:
Xxxxxxx
Xxxxxxxx Forjaz Title: Executive Vice President Corporate Communication |
Name:
Xxxxx Xxxxxxx
Title: President |
| /s/ Xxxx Xxxx X. Xxxxxx | |
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| Name:
Xxxx Xxxx X.
Xxxxxx Title: Director of Contracts - Airline Market |
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| Date: October 20, 2005 | Date: October 20, 2005 |
| Place: San Xxxx Dos Xxxxxx, X.X. |
Place: Indianapolis
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| Witness: /s/ Xxxxxxxx Xxxxx | Witness: /s/ Xxxx-Xxxx Xxxxxx |
| Name: Xxxxxxxx Xxxxx | Name: Xxxx-Xxxx Xxxxxx |
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