Republic Airways Holdings Exhibit 10.3 3 31 05




 



Exhibit
10.3

CONFIDENTIAL
TREATMENT

REQUESTED
PURSUANT TO RULE 24b-2








AMENDMENT
No. 8 TO PURCHASE AGREEMENT DCT-014/2004










This
Amendment No. 8 to Purchase Agreement DCT-014/2004, dated as of February 28,
2005 (“Amendment No. 8”) 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. 8 is between Embraer and Buyer, collectively referred to herein as
the “Parties”.







This
Amendment No. 8 sets forth additional agreement between Embraer and Buyer
relative to the [*] delivery
[*].







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. 8,
which are not defined herein shall have the meaning given in the Purchase
Agreement. In the event of any conflict between this Amendment No. 8 and the
Purchase Agreement the terms, conditions and provisions of this Amendment No. 8
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.
Delivery: The
table containing the delivery schedule in Article 5.1 of the Purchase Agreement
shall be deleted in its entirely and replaced with the
following:





__________

*
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.



















CONFIDENTIAL









	
      “Firm
      A/C
	
      Delivery
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      Feb
      2006
	
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      20
	
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      [*]
	 	 	 



 







2.
Miscellaneous: All other
provisions of the Agreement which have not been specifically amended or modified
by this Amendment No. 8 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. 8 to Purchase Agreement to be
effective as of the date first written above.

 


 


	 
      EMBRAER
      - Empresa Brasileira de Aeronáutica S.A.
	 	 	
       

      Republic
      Airline Inc. 

	/s/ Satoshi
      Yokata	 	 	/s/ Lars-Erik
      Arnell
	
      

    	 	 	
      

    
	Name: Satoshi
      Yokata
Title: Executive Vice President Development and
      Industry
	 	 	
      Name: Lars-Erik Arnell
Title:
      Vice President





 




	 	 	 	 
	/s/ Flavio Rimoli	 	 	Date: February 28, 2005
	
      

    	 	 	
      Place: Indianapolis, IN, USA

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

      Date: February 28, 2005

      Place: Sao Jose Dos Campos, SP, Brazil
	 	 	








	 	 	 	 
	Witness: /s/ Carlos Martins Dutra	 	 	Witness: /s/ Jeffrey B. Jones
	
      

    	 	 	
      

    
	Name: Carlos Martins Dutra
	 	 	Name: Jeffrey B.
Jones