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Exhibit 10.13(B)
CONFIDENTIAL
AMENDMENT NUMBER 1 TO AMENDED AND
RESTATED PURCHASE AGREEMENT GCT-025/98
This Amendment Number 1 to Amended and Restated Purchase Agreement GCT-025/98,
dated as of June 7, 2002 ("Amendment No. 1") relates to the Amended and Restated
Purchase Agreement GCT-025/98 (the "Purchase Agreement") between Embraer -
Empresa Brasileira de Aeronautica S.A. ("Embraer") and Republic Airways
Holdings, Inc. ("Buyer") dated April 19, 2002 as amended from time to time
(collectively referred to herein as "Agreement"). This Amendment No. 1 is
between Embraer and Buyer, collectively referred to herein as the "Parties".
This Amendment No. 1 sets forth additional agreements between Embraer and Buyer
relative to the incorporation of 22 firm aircraft and 30 option aircraft to the
Agreement with certain specific and exclusive conditions for aircraft to be
operated by Buyer's designee Chautauqua Airlines, Inc., for Delta Air Lines,
Inc. These aircraft are in addition to the already existing 37 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. 1, which are not defined herein shall have the meaning given in
the Purchase Agreement. In the event of any conflict between this Amendment No.
1 and the Purchase Agreement the terms, conditions and provisions of this
Amendment No. 1 shall control.
WHEREAS, the [*].
WHEREAS, in connection with the Parties' agreements with respect to additional
aircraft and other terms and conditions, 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. DEFINITION: Article 1.b shall be deleted and replaced with the following:
b.1. EMB-145 Aircraft - shall mean the EMB-145 LR aircraft or, where there
is more than one of such aircraft, each of such Aircraft (including Firm
Aircraft and Option Aircraft, as the context requires), manufactured by
Embraer, for sale to Buyer pursuant to this Agreement, [*], and as may be
amended from time to time by Buyer at its expense as specified in Article
11. The Aircraft are composed entirely of vendor parts and parts
manufactured by Embraer and Embraer subcontractors, and the parts
manufactured by Embraer and Embraer subcontractors shall have Embraer part
numbers.
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Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 406 of the Securities Act of 1933. The
omitted materials have been filed separately with the Securities and Exchange
Commission.
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CONFIDENTIAL
b.2. EMB-135 Aircraft - shall mean the EMB-135 LR aircraft or, where there
is more than one of such aircraft, each of such Aircraft (including Firm
Aircraft and Option Aircraft, as the context requires), manufactured by
Embraer, for sale to Buyer pursuant to this Agreement, [*]. The Aircraft
are composed entirely of vendor parts and parts manufactured by Embraer
and Embraer subcontractors, and the parts manufactured by Embraer and
Embraer subcontractors shall have Embraer part numbers.
b.3. Delta Aircraft - shall mean the Firm and Option EMB-145 Delta
Aircraft and EMB-135 Delta Aircraft, as each term is defined in Article
2.a.
2. SUBJECT: Article 2.a shall be deleted and replaced with the following:
a. Upon the terms and conditions contained in this Agreement, Embraer
shall sell and Buyer shall purchase and take delivery of:
o Fifteen (15) EMB-135 firm Aircraft ("Firm EMB-135 Delta
Aircraft") and seven (7) EMB-145 firm Aircraft ("Firm EMB-145
Delta Aircraft"), as indicated on the table provided below in
Section 4; and
o if Buyer so elects, up to thirty (30) EMB-145 option Delta
Aircraft ("Option Delta Aircraft") and thirty seven (37) other
option EMB-145 Aircraft ("Other Option EMB-145 Aircraft"), as
indicated in the table provided below in Section 5.
3. PRICE:
[*].
4. DELIVERY SCHEDULE: The following delivery schedule shall be inserted just
after Article 5.a. The wording in the last two lines of Article 5.a
("...according to the schedule set forth in Article 24 and subject to the
terms of that article".) shall be deleted.
[*]
5. OPTION AIRCRAFT:
5.1 The Option Aircraft delivery schedule of Article 24 shall be deleted and
replaced with the following:
[*]
5.2 Items e. and f. of Article 24 shall be deleted and replaced with the
following:
[*].
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6. SERVICES: Article 13.e.2 and 3 of the Purchase Agreement are hereby
deleted and replaced with the following:
"2. [*] Maintenance Familiarization Course for up to [*]. This
course shall consist of classroom familiarization with Aircraft
systems and structures and shall be in accordance with ATA
specification 104, level III." [*].
3. [*] Flight Attendant Familiarization Course for up to [*]. This
course shall consist of classroom familiarization, including a
general description of Aircraft and systems to be used by flight
attendants [*]
7. [*]
8. MISCELLANEOUS: All other provisions of the Agreement which have not been
specifically amended or modified by this Amendment No. 1 shall remain
valid in full force and effect without any change.
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IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 1 to Amended and Restated Purchase
Agreement to be effective as of the date first written above.
EMBRAER - Empresa Brasileira de Republic Airways Holdings, Inc.
Aeronautica S.A.
By /s/ Frederico Fleury Curado By /s/ Robert H. Cooper
---------------------------- ------------------------
Name: Frederico Fleury Curado Name: Robert H. Cooper
Title: EVP Airline Market Title: EVP and CFO
By /s/ Flavio Rimoli Date: June 14, 2002
---------------------------- Place: Indianapolis, IN
Name: Flavio Rimoli
Title: Director of Contracts
Date: June 7, 2002
Place: SJ Campos, Brazil
Witness: /s/ Fernando Bueno Witness: /s/ Beth A. Taylor
------------------------- --------------------------
Name: Fernando Bueno Name: Beth A. Taylor
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ATTACHMENT "D-1"
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[*]
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ATTACHMENT "A-3"
EMB-145 AIRCRAFT UNDER DELTA CONFIGURATION
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AIRCRAFT SPECIFIC CONFIGURATION, FINISHING AND REGISTRATION MARKS
1. STANDARD AIRCRAFT
The Aircraft shall be manufactured according to the standard configuration
specified in the Technical Description TD-145/010, dated January 1998
(Appendix I) (the "Technical Description") and the optional equipment
described in item 2 below.
2. OPTIONAL EQUIPMENT
[*]
3. FINISHING
a. EXTERIOR FINISHING:
The Aircraft shall be painted according to the Delta color and
paint scheme, which has been supplied to Embraer by Buyer.
b. INTERIOR FINISHING:
Buyer has informed Embraer of its choice of materials and
colors of all and any item of interior finishing such as seat
covers, carpet, floor lining on galley areas, side walls and
overhead lining, galley lining and curtain. In case Buyer
elects to use different materials and or patterns, such
schedule shall be agreed between the Parties at the time of
signature of this Purchase Agreement.
4. REGISTRATION MARKS
The Aircraft shall be delivered to Buyer with the registration marks
painted on them, which shall be supplied to Embraer by Buyer no later
than ninety (90) days before each relevant Aircraft Contractual
Delivery Date.
IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT "A-3" AND THE
TERMS OF THE TECHNICAL DESCRIPTION, THE TERMS OF THIS ATTACHMENT "A-3"
SHALL PREVAIL.
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ATTACHMENT "A-4"
EMB-135 AIRCRAFT UNDER DELTA CONFIGURATION
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AIRCRAFT SPECIFIC CONFIGURATION, FINISHING AND REGISTRATION MARKS
1. STANDARD AIRCRAFT
The Aircraft shall be manufactured according to the standard configuration
specified in the Technical Description number TD-135/005, dated June 2001
(Appendix I) (the "Technical Description") and the optional equipment
described in item 2 below.
2. OPTIONAL EQUIPMENT
[*]
3. FINISHING
a. EXTERIOR FINISHING:
The Aircraft shall be painted according to the Delta color and
paint scheme, which has been supplied to Embraer by Buyer.
b. INTERIOR FINISHING:
Buyer has informed Embraer of its choice of materials and
colors of all and any item of interior finishing such as seat
covers, carpet, floor lining on galley areas, side walls and
overhead lining, galley lining and curtain. In case Buyer
elects to use different materials and or patterns, such
schedule shall be agreed between the Parties at the time of
signature of this Purchase Agreement.
4. REGISTRATION MARKS
The Aircraft shall be delivered to Buyer with the registration marks
painted on them, which shall be supplied to Embraer by Buyer no later
than ninety (90) days before each relevant Aircraft Contractual
Delivery Date.
IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT "A-4" AND THE
TERMS OF THE TECHNICAL DESCRIPTION, THE TERMS OF THIS ATTACHMENT "A-4"
SHALL PREVAIL.
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