AMENDMENT No. 10 TO LETTER AGREEMENT DCT-015/2004
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EXHIBIT
10.40(j)
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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. 10 TO LETTER AGREEMENT DCT-015/2004
This
Amendment No. 10 to Letter Agreement DCT-015/2004, dated as of November 14,
2006
(“Amendment No. 10”) 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. 10
is between Embraer and Buyer, collectively referred to herein as the
“Parties”.
This
Amendment No. 10 sets forth additional agreements between Embraer and Buyer
related to the additional sale of eight (8) Firm EMBRAER 175 Aircraft and
related changes to this deal (the “Additional Order”).
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. 10
that
are not defined herein shall have the meaning given in the Letter Agreement.
In
the event of any conflict between this Amendment No. 10 and the Letter Agreement
the terms, conditions and provisions of this Amendment No. 10 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 spare parts (except for engines, engine related parts
and
APU), ground support equipment, test equipment credit and *** 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 ***.”
2.
Aircraft Purchase Price
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2.1
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Article 2.4 of the Letter Agreement *** for ***. |
3.
Special *** Condition: Articles
8.1 and 8.2 of the Letter Agreement shall be deleted and replaced by the
following:
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“8.1
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Notwithstanding any provisions to the contrary contained in this Purchase Agreement including but not limited to Article *** of the Purchase Agreement, the ***, Buyer shall *** shall be *** |
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8.2
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If at any time Embraer shall ***, Embraer shall ***.” |
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4.
***
5.
***
6.
***
7.
Schedule 5:
Embraer
shall ***, and each *** shall ***
8.
***: If
***,
Embraer’s *** shall be ***.
9.
Code Share Agreements: Notwithstanding
the ***, Buyer shall ***. Buyer may ***.
All
other
provisions of the Letter Agreement which have not been specifically amended
or
modified by this Amendment No. 10 shall remain valid in full force and effect
without any change.
____________
***Confidential
(Signature
page follows)
IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 10 to Letter Agreement to be
effective as of the date first written above.
| EMBRAER - Empresa Brasileira de Aeronáutica S.A. | Republic Airline Inc. | ||
| /s/ Xxxxxxxxx Xxxxxx Curado | /s/ Xxxxx Xxxxxxx | ||
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Name:
Xxxxxxxxx Xxxxxx Curado
Title: Executive Vice President Airline Market |
Name:
Xxxxx
Xxxxxxx Title: President |
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| Date: November 14, 2006 | |||
| Place: Indianapolis |
| /s/ Xxxx Xxxx X. Xxxxxx | |||
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| Name:
Xxxx Xxxx X.
Xxxxxx Title: Director of Contracts - Airline Market |
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| Date: November 14, 2006 | |||
| Place: Sao Xxxx Dos Xxxxxx, XX, Brazil |
| Witnesses: | |||
| Witness: Xxxxxx Xxxxxxx Xxxxx | Witness: Xxxx-Xxxx Xxxxxx | ||
| Name: Xxxxxx Xxxxxxx Xxxxx | Name: Xxxx-Xxxx Xxxxxx | ||
