AMENDMENT No. 12 TO LETTER AGREEMENT DCT-015/2004
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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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AMENDMENT
No. 12 TO LETTER AGREEMENT DCT-015/2004
This
Amendment No. 12 to Letter Agreement DCT-015/2004, dated as of June 22, 2007
(“Amendment No. 12”) 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. 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
related to the confirmation of 5 Option EMBRAER 170 Aircraft into 5 Firm EMBRAER
175 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. 12
that
are not defined herein shall have the meaning given in the Letter Agreement.
In
the event of any conflict between this Amendment No. 12 and the Letter Agreement
the terms, conditions and provisions of this Amendment No. 12 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.
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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 spare parts
(except for engines, engine related parts and APU), ground support
equipment, test equipment credit and special services of ***. This
credit shall be made available to Buyer upon ***. If for any reason
***, then *** Buyer shall ***. *** only be made available to
Buyer in the event there is no outstanding balance due from Buyer
to
Embraer related to the purchase of such Aircraft. 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
***.”
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2. Aircraft
Purchase
Price
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2.1
Article 2.4 of the Letter Agreement *** for
***.
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3. Conversion
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3.1
The first paragraph of Article 4.a shall be deleted and
replaced by the following:
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| “Buyer shall have the flexibility to request the conversion of any Aircraft into the EMBRAER 170 (configured as a *** 170 Aircraft), EMBRAER 175 (configured as *** 175 Aircraft), the EMBRAER 190, or the EMBRAER 195 jet aircraft (collectively, the “Conversion Aircraft”), provided ***.” |
| 3.2 Article 4.e shall be deleted and replaced with the following: |
| “e) EMBRAER 170 Conversion Aircraft Offer Price: |
| The Basic Price for each Conversion Aircraft that is configured as a *** 170 Aircraft (the “170 Conversion Aircraft”) ***.” |
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3.3
The penultimate paragraph of Article 4 shall be deleted and replaced
with
the following:
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| “Each 170 Conversion Aircraft shall be configured as a *** 170 Aircraft (as specified in the applicable conversion notice), each 175 Conversion Aircraft shall be configured as *** a *** 175 Aircraft (as specified in the applicable conversion notice) and each 190 Conversion Aircraft or 195 Conversion Aircraft shall be configured as per Exhibit 3, and shall be available to Buyer at each relevant Conversion Aircraft Basic Price and in ***.” |
4. ***
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4.1
***.
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All
other
provisions of the Letter 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.
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***Confidential
IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 12 to Letter 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/
Xxxxx Xxxx
Junior
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/s/
Xxxxx X.
Xxxxxxx
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Name:
Xxxxx Xxxx
Junior
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Name:
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Title:
Executive Vice President
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Title:
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/s/
Xxxx
Xxxx
X.
Xxxxxx
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Date:
June 22, 2007
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Name:
Xxxx
Xxxx
X.
Xxxxxx
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Place:
Indianapolis
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Title:
Vice
President Contracts
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| Date: June 22, 0000 | ||||
| X.X. Xxx Xxxxxx, Xxxxxx |
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Witness:
/s/
Xxxxxx Xxxxxxx Xxxxx
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Witness:
/s/
Xxxx-Xxxx Xxxxxx
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Name:
Xxxxxx
Xxxxxxx Xxxxx
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Name:
Xxxx-Xxxx
Xxxxxx
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Amended
and Restated Schedule
6
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***Confidential
