AMENDMENT No. 7 TO LETTER AGREEMENT DCT-015/2004
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EXHIBIT
10.40 (g)
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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. 7 TO LETTER AGREEMENT DCT-015/2004
This
Amendment No. 7 to Letter Agreement DCT-015/2004, dated as of November 9, 2005
(“Amendment No. 7”) relates to the Letter Agreement DCT-015/2004 (the “Letter
Agreement”) between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer”)
and Republic Airline Inc. (“Buyer”) dated March 19, 2004 and which concerns the
Purchase Agreement DCT-014/2004 (the “Purchase Agreement”), as amended from time
to time (collectively referred to herein as “Agreement”). This Amendment No. 7
is between Embraer and Buyer, collectively referred to herein as the
“Parties”.
This
Amendment No. 7 sets forth additional agreements between Embraer and Buyer
relative to exercise of 4 Conditional Aircraft into 4 Firm Aircraft (as per
Amendment No. 14 to the Purchase Agreement dated as of the date hereof), and
[*].
Except
as
otherwise provided for herein all terms of the Letter Agreement shall remain
in
full force and effect. All capitalized terms used in this Amendment No. 7 that
are not defined herein shall have the meaning given in the Letter Agreement.
In
the event of any conflict between this Amendment No. 7 and the Letter Agreement
the terms, conditions and provisions of this Amendment No. 7 shall control.
NOW,
THEREFORE, for good and valuable consideration which is hereby acknowledged
Embraer and Buyer hereby agree as follows:
| 1. |
Spare
Parts Credit:
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| 1.1 |
Article
1(ii) of the Letter Agreement shall be deleted and replaced by the
following:
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"(ii)
Spare Parts Credit: Embraer will provide a spart parts (except for engines,
engine related parts and APU), ground support equipment and test equipment
credit of [*]. This [*] credit shall be made available to Buyer upon [*].
If for
any reason [*], then [*] Buyer shall [*]. The [*] credit with respect to
an
Aircraft shall only be made available to Buyer in the event there is [*].
If [*]
credit is not so made available to Buyer because [*] such credit shall be
made
available at such time thereafter [*]. Any portion of such credit which remains
unused [*] shall be deemed to have been waived by Buyer, and no further
compensation shall be due from Embraer to Buyer for such [*] credit(s). Such
[*]
credit(s) shall be applied [*]."
2.
Aircraft [*]
2.1
[*]
3.
Miscellaneous
All
other
provisions of the Letter Agreement which have not been specifically amended
or
modified by this Amendment No. 7 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. 7 to Letter Agreement to be
effective as of the date first written above.
| EMBRAER - Empresa Brasileira de Aeronáutica S.A. | REPUBLIC AIRLINE INC. | ||
| /s/ Illegible | /s/ Xxxxx Xxxxxxx | ||
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| Name: Title: |
Name:
Xxxxx Xxxxxxx Title: President |
| Date: Place: |
Date:
November 9,
2005 Place: Indianapolis |
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| Witness: /s/ Xxxxxxxx Xxxxx | Witness: /s/ Xxxx-Xxxx Xxxxxx | ||
| Name: Xxxxxxxx Xxxxx | Name: Xxxx-Xxxx Xxxxxx |
