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EXHIBIT 10.40 (g)
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 24b-2
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
AMENDMENT No. 7 TO LETTER AGREEMENT DCT-015/2004
This Amendment No. 7 to Letter Agreement DCT-015/2004, dated as of November 9, 2005 (“Amendment No. 7”) 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. 7 is between
Embraer and Buyer, collectively referred to herein as the “Parties”.
This Amendment No. 7 sets forth additional agreements between Embraer and Buyer relative to exercise of 4 Conditional Aircraft into
4 Firm Aircraft (as per Amendment No. 14 to the Purchase Agreement dated as of the date hereof), and [*].
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. 7 that are not defined herein shall have the meaning given in the Letter Agreement. In the event of any
conflict between this Amendment No. 7 and the Letter Agreement the terms, conditions and provisions of this Amendment No. 7 shall
control.
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(ii) of the Letter Agreement shall be deleted and replaced by the following:
"(ii) Spare Parts Credit: Embraer will provide a spart parts (except for engines, engine related parts and APU), ground support
equipment and test equipment credit of [*]. This [*] credit shall be made available to Buyer upon [*]. If for any reason [*], then [*]
Buyer shall [*]. The [*] credit with respect to an Aircraft shall only be made available to Buyer in the event there is [*]. If [*] credit is
not so made available to Buyer because [*] such credit shall be made available at such time thereafter [*]. 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 [*] credit(s). Such [*] credit(s) shall be applied [*]."
2. Aircraft [*]
2.1 [*]
3. Miscellaneous
All other provisions of the Letter Agreement which have not been specifically amended or modified by this Amendment No. 7 shall
remain valid in full force and effect without any change.
_____
*Confidential
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, February 27, 2006 Powered by Morningstar® Document Research℠