AMENDMENT No. 13 TO LETTER AGREEMENT DCT-015/2004
Exhibit
10.40(m)
CONFIDENTIAL
TREATMENT
REQUESTED
PURSUANT TO RULE 24b-2
Execution
Version
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
AMENDMENT
No. 13 TO LETTER AGREEMENT DCT-015/2004
This
Amendment No. 13 to Letter Agreement DCT-015/2004, dated as of October 18,
2007
(“Amendment No. 13”) 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. 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
related to the confirmation of 11 Option EMBRAER 170 Aircraft into 11 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. 13
that
are not defined herein shall have the meaning given in the Letter Agreement.
In
the event of any conflict between this Amendment No. 13 and the Letter Agreement
the terms, conditions and provisions of this Amendment No. 13 shall
control.
NOW,
THEREFORE, for good and valuable consideration which is hereby acknowledged
Embraer and Buyer hereby agree as follows:
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 ***. *** 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.
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Aircraft Purchase Price |
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2.1
Article 2.4 of the Letter Agreement *** for
***.
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3.
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***EMBRAER 170 *** |
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3.1
Embraer shall provide to Buyer ***.
Such *** shall ***.
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3.2
Embraer shall provide to Buyer ***.
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3.3
The *** mentioned above shall ***.
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____________
***Confidential
4.
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***EMBRAER 170/175 *** |
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4.1
***
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***Embraer
shall provide to Buyer ***. Such *** shall ***.
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***Embraer
shall provide to Buyer ***. ***Such *** shall ***.
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4.2
***
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Pursuant
to *** are to be ***. Upon Buyer’s request, Embraer shall provide to Buyer
***. Such *** shall ***.
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***Should
the ***, Embraer shall ***.
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*** | |
5.
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*** |
6.
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***EMBRAER 175 *** |
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6.1
Each of *** shall ***.
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6.2
The ***shall be provided ***.
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7.
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*** |
8.
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*** |
All
other
provisions of the Letter 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.
(Remainder
of page intentionally left in blank)
__________
*Confidential CONFIDENTIAL
IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 13 to Letter Agreement to be
effective as of the date first written above.
EMBRAER
– Empresa Brasileira de Aeronáutica S.A.
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Republic Airline Inc. | |||
By
/s/ Xxxxxx
Xxxxxx
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/s/
Xxxxx
Xxxxxxx
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Name:
Xxxxxx
Xxxxxx
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Name:
Xxxxx
Xxxxxxx
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Title:
Executive Vice President & General Counsel
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Title:
President
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By
/s/ Xxxx
Xxxx X.
Xxxxxx
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Name:
Xxxx
Xxxx X.
Xxxxxx
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Title:
Vice
President Contracts Airline Market
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Date:
October
18, 2007
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Date:
October
18, 2007
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Place:
San
Xxxx
Dos Xxxxxx, X.X.
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Place:
Indianapolis, IN
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Witness:
Xxxxxxxx Xxxxx
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Witness:Lars
- Xxxx Xxxxxx
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Name:
Xxxxxxxx Xxxxx
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Name:
Lars
-
Xxxx Xxxxxx
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