Republic Airways Holdings Exhibit 10.4 3 31 05






Exhibit
10.4

CONFIDENTIAL
TREATMENT

REQUESTED
PURSUANT TO RULE 24b-2




 


 

AMENDMENT
No. 9 TO PURCHASE AGREEMENT DCT-014/2004




This
Amendment No. 9 to Purchase Agreement DCT-014/2004, dated as of March
31st, 2005
(“Amendment No. 9”) relates to the Purchase Agreement DCT-014/2004 (the
“Purchase Agreement”) between Embraer - Empresa Brasileira de Aeronáutica S.A.
(“Embraer”) and Republic Airline Inc. (“Buyer”) dated March 19, 2004 as amended
from time to time (collectively referred to herein as “Agreement”). This
Amendment No. 9 is between Embraer and Buyer, collectively referred to herein as
the “Parties”.




This
Amendment No. 9 sets forth additional agreement between Embraer and Buyer
relative [*]
Conditional Aircraft and Option Aircraft.




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. 9,
which are not defined herein shall have the meaning given in the Purchase
Agreement. In the event of any conflict between this Amendment No. 9 and the
Purchase Agreement the terms, conditions and provisions of this Amendment No. 9
shall control. 




WHEREAS, in
connection with the Parties’ agreement above mentioned, 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.
Conditional Aircraft: 

1.1 The
opening paragraph of Article 22, the delivery schedule table and the first
paragraph of Article 22.1 of the
Purchase Agreement shall be deleted and replaced by the following:




“Subject
to confirmation by Buyer as described below, Buyer shall have the right to
purchase up to twenty (20) additional Aircraft (the "Conditional Aircraft"), to
be delivered on the
last day of the applicable month set forth below or such earlier date in such
month specified pursuant to Article 7.1:

 





	
       

      Conditional
      A/C

       
	
       

      Delivery
      Month

       
	
       

      Conditional
      A/C

       
	
       

      Delivery
      Month

       

	
      1
	
      Apr
      2006
	
      12
	
      [*]

	
      2
	
      [*]
	
      13
	
      [*]

	
      3
	
      [*]
	
      14
	
      [*]

	
      4
	
      [*]
	
      15
	
      [*]

	
      5
	
      [*]
	
      16
	
      [*]

	
      6
	
      [*]
	
      17
	
      [*]

	
      7
	
      [*]
	
      18
	
      [*]

	
      8
	
      [*]
	
      19
	
      [*]

	
      9
	
      [*]
	
      20
	
      [*]

	
      10
	
      [*]
	
      21
	
      Jan
      2007

	
      11
	
      [*]
	 	 






22.1 Buyer's
right to purchase [*] shall be
subject to Buyer giving notice to Embraer of its election to purchase
[*] on or
before [*] and
[*] shall be
subject to [*]. Buyer
shall be allowed to confirm the acquisition of all or part of [*].”




1.2. The
second paragraph of Article 22.1 shall remain unchanged.










____________

*
Confidential




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.




















2.
Option Aircraft: The
opening paragraph of Article 23 and delivery schedule table of the Purchase
Agreement shall be deleted and replaced by the following:

 

“Buyer
shall have the option to purchase [*], to be
delivered on the
last day of the applicable month set forth below or such earlier date in such
month specified pursuant to Article 7.1:

 





	
      “Option
      Aircraft
	
      Delivery
      Month
	
      Option
      Aircraft
	
      Delivery
      Month

	
      1
	
      Feb
      2007
	
      21
	
      [*]

	
      2
	
      [*]
	
      22
	
      [*]

	
      3
	
      [*]
	
      23
	
      [*]

	
      4
	
      [*]
	
      24
	
      [*]

	
      5
	
      [*]
	
      25
	
      [*]

	
      6
	
      [*]
	
      26
	
      [*]

	
      7
	
      [*]
	
      27
	
      [*]

	
      8
	
      [*]
	
      28
	
      [*]

	
      9
	
      [*]
	
      29
	
      [*]

	
      10
	
      [*]
	
      30
	
      [*]

	
      11
	
      [*]
	
      31
	
      [*]

	
      12
	
      [*]
	
      32
	
      [*]

	
      13
	
      [*]
	
      33
	
      [*]

	
      14
	
      [*]
	
      34
	
      [*]

	
      15
	
      [*]
	
      35
	
      [*]

	
      16
	
      [*]
	
      36
	
      [*]

	
      17
	
      [*]
	
      37
	
      [*]

	
      18
	
      [*]
	
      38
	
      [*]

	
      19
	
      [*]
	
      39
	
      [*]

	
      20
	
      [*]
	
      40
	
      Apr
      2009”




 


 


3.
Miscellaneous: All other
provisions of the Agreement which have not been specifically amended or modified
by this Amendment No. 9 shall remain valid in full force and effect without any
change.










[Remainder
of page intentionally left in blank]















__________

*
Confidential






















 





 


IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 9 to Purchase Agreement to be
effective as of the date first written above.

 

 



 


	 
      EMBRAER
      - Empresa Brasileira de Aeronáutica S.A.
	 	 	
       

      Republic
      Airline Inc. 

	/s/ Frederico
      Fleury Curado	 	 	/s/ Bryan
      Bedford
	
      

    	 	 	
      

    
	Name: Frederico Fleury
      Curado
Title: Executive Vice President Civil Aircraft
	 	 	
      Name: Bryan Bedford
Title:
      President


       




 




	 	 	 	 
	/s/ Flavio Rimoli	 	 	Date: March 31, 2005
	
      

    	 	 	
      Place: Indianapolis, IN, USA

	
      Name: Flavio
      Rimoli
Title: Sr.
      Vice President Airline Market

      Date: March 31, 2005

      Place: Sao Jose Dos Campos, SP, Brazil
	 	 	








	 	 	 	 
	Witness: /s/ Carlos Martins Dutra	 	 	Witness: /s/ Lars-Erik Arnell
	
      

    	 	 	
      

    
	Name: Carlos Martins Dutra
	 	 	Name: Lars-Erik
Arnell