Republic Airways Holdings Form 8-K for Embraer amendment 1 17 05

0001159154-05-000011.txt : 20050121 0001159154-05-000011.hdr.sgml : 20050121 20050121130026 ACCESSION NUMBER: 0001159154-05-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050117 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050121 DATE AS OF CHANGE: 20050121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC AIRWAYS HOLDINGS INC CENTRAL INDEX KEY: 0001159154 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 061449146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49697 FILM NUMBER: 05540799 BUSINESS ADDRESS: STREET 1: 8909 PURDUE ROAD STREET 2: SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 BUSINESS PHONE: 317-484-6000 MAIL ADDRESS: STREET 1: 8909 PURDUE ROAD STREET 2: SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 8-K 1 form8k.htm REPUBLIC AIRWAYS HOLDINGS FORM 8-K FOR EMBRAER AMENDMENT 1 17 05 Republic Airways Holdings Form 8-K for Embraer amendment 1 17 05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2005

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-49697	06-1449146
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8909 Purdue Road

Suite 300

Indianapolis, IN 46268

(Address of principal executive offices)

Registrant’s telephone number, including area code: (317) 484-6000

None.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On January 18, 2005, Republic Airways Holdings Inc. (the “Company”) entered into an amendment to the purchase agreement with Embraer-Empresa Brasileira de Aeronáutica S.A., terminating certain aircraft. A copy of the amendment is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

99.1

Amendment Number 10 to Amended and Restated Purchase Agreement GCT-025/98 by and between Republic Airways Holdings Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of January 17, 2005.*

____________________

A request for confidential treatment was filed for certain portions of the indicated document. Confidential portions have been omitted and filed separately with the Commission as required by Rule 24b-2 of the Commission.

(All other items on this report are inapplicable.)


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REPUBLIC AIRWAYS HOLDINGS INC.


	COMPANY NAME CORPORATION

Date: January 21, 2005	By:	/s/ Robert Hal Cooper
		Name: Robert Hal Cooper
		Title: Executive Vice President and Chief Financial Officer


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Exhibit Index

Exhibit

Number Description

99.1 Amendment Number 10 to Amended and Restated Purchase Agreement GCT-025/98 by and between Republic Airways Holdings Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of January 17, 2005.

EX-99.1 2 exhibit991.htm EXHIBIT 99.1 EMBRAER AMENDMENT 1 17 05 Exhibit 99.1 Embraer Amendment 1 17 05

Exhibit 99.1

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 NUMBER 10 TO AMENDED AND

RESTATED PURCHASE AGREEMENT GCT-025/98

This Amendment Number 10 to Amended and Restated Purchase Agreement GCT-025/98, dated as of January 17, 2005 (“Amendment No. 10”) relates to the Amended and Restated Purchase Agreement GCT-025/98 (the “Purchase Agreement”) between Embraer - Empresa Brasileira de Aeronáutica 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. 10 is between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No. 10 constitutes an amendment and modification to the Purchase Agreement. All terms defined in the Purchase Agreement shall have the same meaning when used herein and in case of any conflict between this Amendment No.10 and the Purchase Agreement, conditions and provisions of this Amendment No. 10 shall control.

Whereas, Embraer and Buyer agreed to terminate the last eight (8) Firm EMB-145 Delta Aircraft.

Now, therefore, for good and valuable consideration which is hereby acknowledged Embraer and Buyer hereby agree as follows:

1. Termination of last Firm Aircraft

1.1	The last eight (8) Firm EMB-145 Delta Aircraft, Aircraft number 38 to 45, scheduled to be delivered *[]** (the “Terminated Aircraft”) are hereby terminated. There is no remaining Aircraft under the Agreement that Buyer is obligated to purchase at this time.

1.2	All *[] shall []*.

1.3	Buyer and Embraer shall not *[]**.

1.4	Buyer *[]. Buyer shall []*.

* Confidential
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2. Option Aircraft:

The Option Aircraft delivery schedule of Article 24 shall be deleted and replaced with the following:

“Option Aircraft
*[]**	Aircraft Model	Option Aircraft Number per Operator	Delivery Month	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	*[]**
	*[]**	*[]**	Apr 08

3. Miscellaneous:

All other provisions of the Purchase Agreement, which have not been specifically amended or modified by this Amendment No. 10 shall remain valid in full force and effect without any change.

* Confidential
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In witness whereof, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 10 to Amended and Restated Purchase Agreement to be effective as of the date first written above.

EMBRAER - Empresa Brasileira de Aeronáutica S.A.	Republic Airways Holdings Inc.
By /s/ Frederico Fleury Curado Name: Frederico Fleury Curado Title: Executive Vice President Civil Aircraft	By /s/ Lars-Erik Arnell Name: Lars-Erik Arnell Title: Vice President
By [illegible] Name: Title:

Date: January 18, 2005 Date: January 17, 2005

Place: Sao Jose dos Campos SP, Brazil Place: Indianapolis

Witnesses:

Witness: /s/ Carlos Martins Dutra Witness: /s/ Shannon Gallaher

Name: Carlos Martins Dutra &nb sp; Name: Shannon Gallaher


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