Exhibit 10.12(d)
CONFIDENTIAL
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 406 of the Securities Act of 1933. The omitted
materials have been filed separately with the Securities and Exchange
Commission.
AMENDMENT NUMBER 3 TO AMENDED AND
RESTATED PURCHASE AGREEMENT GCT-025/98
This Amendment Number 3 to Amended and Restated Purchase Agreement GCT-025/98,
dated as of December 18, 2002 ("Amendment No. 3") relates to the Amended and
Restated Purchase Agreement GCT-025/98 (the "Purchase Agreement") between
Embraer Empresa Brasileira de Aeronautica S.A. ("Embraer") and Republic Airways
Holdings, Inc. ("Buyer") dated April 19, 2002 as amended from time to time
(collectively referred to herein as "Agreement"). This Amendment No. 3 is
between Embraer and Buyer, collectively referred to herein as the "Parties".
This Amendment No. 3 sets forth additional agreements between Embraer and Buyer
relative to changes in the Delta Aircraft and Other Option EMB-145 Aircraft
configuration as described in Attachment "A-1", "A-2", "A-3" and "A-4", and
Delta Aircraft and Other Option EMB-145 Aircraft Basic Price.
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. 3, which are not defined herein shall have the meaning given in
the Purchase Agreement. In the event of any conflict between this Amendment No.
3 and the Purchase Agreement the terms, conditions and provisions of this
Amendment No. 3 shall control.
WHEREAS, in connection with the Parties' agreements with respect to the aircraft
configuration changes and prices, 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. DELTA AIRCRAFT AND OTHER OPTION EMB-145 AIRCRAFT CONFIGURATION CHANGES
The following configuration changes are applicable for the Delta Aircraft
and for the Other Option EMB-145 Aircraft and shall be applicable to
Attachments "A-1", "A-2", "A-3" and "A-4" to the Purchase Agreement.
1.1 FLIGHT CREW COMPARTMENT ACCESS DOOR DESIGNS
CONFIDENTIAL
The Fourth EMB-135 Delta Aircraft, Seventh EMB-145 Delta Aircraft,
the Other Option Aircraft and all subsequent Aircraft shall be
delivered with a new flight crew compartment and access door
designs relating to the following requirements:
- [ * ] ;
- [ * ] ;
- [ * ] ;
- [ * ] ;
- [ * ] ; and
- [ * ] .
As a result of this modification (i) the total relevant Aircraft
manufacturer empty weight (MEW) shall be [ * ] and (ii) the
relevant Delta Aircraft Basic Price shall be [ * ] in January 2002
economic conditions and the Other EMB-145 Option Aircraft shall be
[ * ] in [ * ] economic conditions.
1.2 NEW NOSE LANDING GEAR WHEEL
The Fifth EMB-135 Delta Aircraft, the Seventh EMB-145 Delta
Aircraft, the Other Option Aircraft and all subsequent Aircraft
shall be delivered with a new nose landing gear wheel. As a result
of this modification (i) the total relevant Aircraft manufacturer
empty weight (MEW) shall be [ * ] , and (ii) [ * ] Aircraft Basic
Price.
1.3 [ * ] IMPROVEMENT
1.3.1 The Second EMB-135 Delta Aircraft, the Fourth EMB-145 Delta
Aircraft, the Other Option Aircraft and all subsequent Aircraft shall be
delivered with a [ * ] . As a result of this modification (i) the total relevant
Aircraft manufacturer empty weight (MEW) shall be [ * ] , and (ii) [ * ]
Aircraft Basic Price.
1.3.2 The Fifth EMB-135 Delta Aircraft, the Seventh EMB-145 Delta
Aircraft, the Other Option Aircraft and all subsequent Aircraft shall be
delivered with [ * ] . As a result of this modification (i) the total relevant
Aircraft manufacturer empty weight (MEW) shall be [ * ] , and (ii) [ * ]
Aircraft Basic Price.
1.4 [ * ] IMPROVEMENT
The Sixth EMB-135 Delta Aircraft, the Other Option Aircraft
and all subsequent Aircraft shall be delivered with an
improved [ * ] . As a result of this modification (i) the
total relevant Aircraft manufacturer empty weight (MEW) shall
be [ * ] , and (ii) [ * ] Aircraft Basic Price.
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* Confidential
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CONFIDENTIAL
2. PRICE:
A. Article 3.a.1 shall be deleted and replaced with the
following:
-----------------------------------------------------------------------------------------------------------------------
AIRCRAFT BASIC
AIRCRAFT PRICE ECONOMIC CONDITION
-----------------------------------------------------------------------------------------------------------------------
EMB-135 Delta Aircraft [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------
EMB-135 Delta Aircraft [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------
EMB-145 Delta Aircraft [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------
EMB-145 Delta Aircraft [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------
Other Option EMB-145 [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------
3. MISCELLANEOUS: All other provisions of the Agreement which have not been
specifically amended or modified by this Amendment No. 3 shall remain
valid in full force and effect without any change.
[Intentionally left in blank]
---------
* Confidential
-3-
CONFIDENTIAL
IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 3 to
Amended and Restated Purchase
Agreement to be effective as of the date first written above.
EMBRAER - Empresa Brasileira de Republic Airways Holdings, Inc.
Aeronautica S.A.
By /s/ Xxxxxxxxx Xxxxxx Curado By /s/ Xxxxx Xxxxxxx
---------------------------------- ----------------------------------
Name: Xxxxxxxxx Xxxxxx Curado Name: Xxxxx Xxxxxxx
Title: Executive Vice President-- Title: President
Airline Market
By /s/ Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxx Xxxxxx
Title: Director of Contracts
Witness: /s/ Xxxxxxxx X. Xxxxxxxx Witness: /s/ Xxxx-Xxxx Xxxxxx
------------------------------ ------------------------------
Name: Xxxxxxxx X. Xxxxxxxx Name: Xxxx-Xxxx Xxxxxx
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