Republic Airways Holdings Exhibit 10.2 3 31 05




Exhibit
10.2

CONFIDENTIAL
TREATMENT

REQUESTED
PURSUANT TO RULE 24b-2




 

 

 



AMENDMENT
No. 4 TO LETTER AGREEMENT DCT-015/2004

 



This
Amendment No. 4 to Letter Agreement DCT-015/2004, dated as of April 13, 2005
(“Amendment No. 4”) 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. 4
is between Embraer and Buyer, collectively referred to herein as the
“Parties”.




This
Amendment No. 4 sets forth additional agreements between Embraer and Buyer
relative to [*] the
Aircraft scheduled for [*].




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. 4 that
are not defined herein shall have the meaning given in the Letter Agreement. In
the event of any conflict between this Amendment No. 4 and the Letter Agreement
the terms, conditions and provisions of this Amendment No. 4 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.  	
      Aircraft
      [*]: 




 


	1.1  	
      Notwithstanding
      the terms of the Purchase Agreement and Letter Agreement, Aircraft
      [*]
      scheduled for delivered in [*]
      (the "[*]
      Aircraft"), shall have the [*],
      and the [*]
      shall [*].




 




 


	2.  	
      [*]:




 


	2.1  	
      Embraer
      shall provide [*]
      for each of the [*]
      Aircraft and Embraer shall [*]
      for each [*]
      Aircraft.




 


	2.2  	
      The
      [*]
      will be [*] as
      follows: (i) the [*]
      and (ii) Buyer shall [*].
      




 

 

3.
Miscellaneous: All other
provisions of the Letter Agreement which have not been specifically amended or
modified by this Amendment No. 4 shall remain valid in full force and effect
without any change.




__________


*
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. 4 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: April 13,
      2005
	
      

    	 	 	
      Place: Indianapolis

	
      Name: Flavio
      Rimoli
Title: Sr.
      Vice President Airline Market
Date: April
      13, 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