Republic Airways Holdings Exhibit 10.1 3 31 05


EXHIBIT 10.1

 



CONFIDENTIAL
TREATMENT

REQUESTED
PURSUANT TO RULE 24b-2





 

AMENDMENT
No. 3 TO LETTER AGREEMENT DCT-015/2004




This
Amendment No. 3 to Letter Agreement DCT-015/2004, dated as of February 28, 2005
(“Amendment No. 3”) 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. 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 [*] Spare
Parts credit.




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. 3 that
are not defined herein shall have the meaning given in the Letter Agreement. In
the event of any conflict between this Amendment No. 3 and the Letter Agreement
the terms, conditions and provisions of this Amendment No. 3 shall control.





WHEREAS, in
connection with the Parties’ agreements with respect to certification and Mutual
Support, the Parties have now agreed to amend the Letter Agreement as provided
for below:




NOW,
THEREFORE, for good and valuable consideration which is hereby acknowledged
Embraer and Buyer hereby agree as follows:

 


	1.  	
      [*]
      Spare Parts Credit: 




 

1.1
Article 1 of the Letter Agreement shall be amended to insert the following
subsection (vii) after subsection (vi):

 

“(vii)
[*]
Credit: Upon
[*], Embraer
will provide [*] a spare
parts (except for engines, engine related parts and APU), ground support
equipment and test equipment credit of [*].
 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 spare parts credit(s). 
The spare parts credit(s) [*] shall be
applied against [*].”

 

 

2.
Miscellaneous: All other
provisions of the Letter 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 blank]

 

 

___________

*
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










IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 3 to Letter 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: Indianpolis, 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