PART I. FINANCIAL INFORMATION

 

 

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]

 

 

___________

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

 

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