PART I. FINANCIAL INFORMATION

 

 

This Amendment No. 9 to Purchase Agreement DCT-014/2004, dated as of March 31^st, 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.

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”

 

 

 

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.