AMENDMENT NUMBER TWENTY-THREE TO DELTA CONNECTION AGREEMENT
Exhibit 10.26.24
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.
AMENDMENT NUMBER TWENTY-THREE TO
DELTA CONNECTION
AGREEMENT
This Amendment Number Twenty-Three (this “Amendment” or “Amendment 23”), dated as of January 18, 2023 (the “Amendment 23 Effective Date”), to the Delta Connection Agreement dated and effective January 13, 2005 (as amended from time to time, the “Agreement”), is among Delta Air Lines, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Delta”), Republic Airways Inc. (as successor by merger to Shuttle America Corporation and f/k/a Republic Airline Inc.) (“Operator”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Republic Airways Holdings Inc. (“Republic”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the parties desire to amend certain provisions of the Agreement pursuant to the terms and conditions set forth in this Amendment; and
NOW, THEREFORE, for and in consideration of the mutual undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Delta, Operator and Republic, intending to be legally bound, hereby agree as follows:
| 1. | Defined Terms. All capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Agreement. As used in this Amendment, the following terms have the following meanings: |
“Amendment 12” means Amendment Number Twelve to the Agreement dated as of May 9, 2019.
“Amendment 19” means Amendment Number Nineteen to the Agreement dated as of June 29, 2021.
[***]
| 2. | [***] |
| 3. | [***] |
| 4. | [***] |
| 5. | Amendment to Certain Provisions. |
[***]
| 6. | Miscellaneous. |
| A. | This Amendment, together with the exhibits attached hereto, constitute the entire understanding of the parties with respect to the subject matter hereof, and any other prior or contemporaneous agreements, whether written or oral, are expressly superseded hereby. |
| B. | The Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. |
| C. | Except as specifically stated herein, all other terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall prevail. |
{Signatures appear on following page}
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IN WITNESS WHEREOF, the parties have executed this Amendment by their undersigned duly authorized representatives:
| Republic Airways Holdings Inc. | Delta Air Lines, Inc. | |
| By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ | By: /s/ ▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇ | Name: ▇▇▇ ▇▇▇▇▇▇ | |
| Title: EVP - CAO | Title: SVP Delta Connection | |
| Republic Airways Inc. | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | EVP - CAO | |
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EXHIBIT A
[***]
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