AMENDMENT No. 5 TO LETTER AGREEMENT DCT-015/2004
Exhibit 10.1
CONFIDENTIAL
TREATMENT
REQUEST
PURSUANT TO RULE 24b-2
CONFIDENTIAL
AMENDMENT
No. 5 TO LETTER AGREEMENT DCT-015/2004
This
Amendment No. 5 to Letter Agreement DCT-015/2004, dated as of April 30, 2005
(“Amendment No. 5”) 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. 5
is between Embraer and Buyer, collectively referred to herein as the
“Parties”.
This
Amendment No. 5 sets forth additional agreements between Embraer and Buyer
relative to Aircraft [*].
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. 5 that
are not defined herein shall have the meaning given in the Letter Agreement.
In
the event of any conflict between this Amendment No. 5 and the Letter Agreement
the terms, conditions and provisions of this Amendment No. 5 shall control.
WHEREAS,
in
connection with the Parties’ agreements with respect to certification and Mutual
Support, the Parties have now agreed to amend the Letter Agreement as provided
for below:
NOW,
THEREFORE, for good and valuable consideration which is hereby acknowledged
Embraer and Buyer hereby agree as follows:
| 1. |
Aircraft
[*]
|
1.1 For
purposes of Schedule 5, the Aircraft [*]
shall
[*]
| 2. |
Miscellaneous
|
All
other
provisions of the Letter Agreement which have not been specifically amended
or
modified by this Amendment No. 5 shall remain valid in full force and effect
without any change.
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
IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 5 to Letter Agreement to be
effective as of the date first written above.
|
EMBRAER
- Empresa Brasileira de Aeronáutica S.A.
|
Republic
Airline Inc.
|
|
|
By /s/
Xxxxxxx Xxxx Xxxxxxx Xxxxx
Name: Xxxxxxx
Xxxx Xxxxxxx Xxxxx
Title: Executive
Vice-President Corporate & CFO
|
By /s/
Xxxxx Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title:
President
|
|
|
By /s/
Xxxxxx Xxxxxx
Name: Xxxxxx
Xxxxxx
Title: Senior
Vice President and General Counsel
|
Date: April
30, 2005
Place: Indianapolis
|
|
|
Date: April
30, 2005
Place: Sao
Xxxx dos Xxxxxx, XX, Brazil
|
||
Witness:
/s/
Xxxxxx Xxxxxxx Xxxxx Witness:
/s/
Xxxx-Xxxx Xxxxxx
Name:
Xxxxxx
Xxxxxxx Xxxxx Name:
Xxxx-Xxxx
Xxxxxx
