LETTER AGREEMENT NO. 2
Exhibit 10.15(c)
LETTER AGREEMENT ▇▇. ▇
▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇ Airways Holdings Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
| Re: | PURCHASE INCENTIVES |
Dear Ladies and Gentlemen,
REPUBLIC AIRWAYS HOLDINGS INC. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 2 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Both parties agree that this Letter Agreement constitutes an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement is governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.
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| 1. | A320 AIRCRAFT ***** |
*****
| 1.1 | ***** |
| 1.2 | ***** |
| 1.3 | ***** |
| 1.4 | ***** |
| 1.5 | ***** |
| 1.6 | ***** are quoted at delivery conditions prevailing in *****. |
| 1.7 | ***** |
| 2. | A319 AIRCRAFT ***** |
*****
| 2.1 | ***** |
| 2.2 | ***** |
| 2.3 | ***** |
| 2.4 | ***** |
| 2.5 | ***** |
| 2.6 | ***** are quoted at delivery conditions prevailing in ***** |
| 2.7 | ***** |
| 3. | A319 ***** |
| 3.1 | ***** |
| 3.2 | ***** |
| 3.3 | ***** |
| 4. | A321 AIRCRAFT ***** |
*****
| 4.1 | ***** |
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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| 4.2 | ***** |
| 4.3 | ***** |
| 4.4 | ***** |
| 4.5 | ***** |
| 4.6 | ***** |
| 4.7 | ***** are quoted at delivery conditions prevailing in ***** |
| 4.8 | ***** |
| 5. | ***** |
| 5.1 | ***** |
| 5.2 | ***** |
| 5.3 | ***** |
| 6. | ***** |
| 6.1 | ***** |
| (i) | ***** |
| (ii) | ***** |
| (iii) | ***** |
*****
| 6.2 | ***** |
| (i) | ***** |
| (ii) | ***** |
| (iii) | ***** |
| 7. | PRICE REVISION FORMULAE |
| 7.1 | Part 1 of Exhibit C, Seller Price Revision Formula, is deleted in its entirety and replaced with the Part 1 of Exhibit C, annexed as Appendix 1 to this Letter Agreement. |
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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| 7.2 | Part 2 of Exhibit C, Propulsion System Price Revision Formula – CFM International, is deleted in its entirety and replaced with the Part 2 of Exhibit C, annexed as Appendix 2 to this Letter Agreement. |
| 8. | ***** |
*****
| 9. | ASSIGNMENT |
Notwithstanding any other provision of this Letter Agreement or of the Agreement but subject to Clause 21.2 and Clause 21.5 of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller (except as provided in Paragraph 7 of Letter Agreement No. 3), and any attempted assignment or transfer in contravention of the provisions of this Paragraph 9 will be void and of no force or effect.
| 10. | CONFIDENTIALITY |
This Letter Agreement is subject to the terms and conditions of Clause 22.11 of the Agreement.
| 11. | COUNTERPARTS |
This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument.
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.
| Very truly yours, | ||
| AIRBUS S.A.S. | ||
| By: | /s/ ▇▇▇▇▇▇▇ de Castelbajac | |
| ▇▇▇▇▇▇▇ de Castelbajac | ||
| Its: | Vice President Contracts | |
| Accepted and Agreed | ||
| REPUBLIC AIRWAYS HOLDINGS INC. | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Its: | President | |
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APPENDIX 1 TO LETTER AGREEMENT NO. 2
| PART 1 | SELLER PRICE REVISION FORMULA |
| 1. | Base Prices |
The Base Prices of the A319 Airframe, ***** A320 Airframe,***** A321 Airframe, ***** (each, a “Base Price”) are subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics in accordance with the provisions hereof.
| 2. | Base Period |
Each Base Price has been established in accordance with the average economic conditions prevailing in ***** as defined by “ECIb” and “ICb” index values indicated hereafter.
| 3. | Indexes |
Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as “ECI336411W,” quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS,” and found in: Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group,” or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100).
The quarterly value released for a certain month (March, June, September and December) shall be the one deemed to apply for the two (2) preceding months.
Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I.
Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI Detailed report” (found in Table 6. “Producer price indexes and percent changes for commodity groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100).
Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15.
| 4. | Revision Formula |
*****
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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| 5. | General Provisions |
| 5.1 | Rounding |
The Labor Index average and the Material Index average shall be computed to the first decimal. If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure.
Each quotient shall be rounded to the nearest ten thousandth (4 decimals). If the next succeeding place is five (5) or more, the preceding decimal place shall be raised to the next higher figure.
The final factor shall be rounded to the nearest ten thousandth (4 decimals).
The final price shall be rounded to the nearest whole number (0.5 or more rounded to 1).
| 5.2 | Substitution of Indexes for Airframe Price Revision Formula |
If;
| (i) | the United States Department of Labor substantially revises the methodology of calculation of the Labor Index or the Material Index as used in the Airframe Price Revision Formula, or |
| (ii) | the United States Department of Labor discontinues, either temporarily or permanently, such Labor Index or such Material Index, or |
| (iii) | the data samples used to calculate such Labor Index or such Material Index are substantially changed; |
The Seller shall select a substitute index for inclusion in the Seller Price Revision Formula (the “Substitute Index”).
The Substitute Index shall reflect as closely as possible the actual variance of the Labor Costs or of the material costs used in the calculation of the original Labor Index or Material Index as the case may be.
As a result of the selection of the Substitute Index, the Seller shall make an appropriate adjustment to the Seller Price Revision Formula to combine the successive utilization of the original Labor Index or Material Index (as the case may be) and of the Substitute Index.
| 5.3 | Final Index Values |
The index values as defined in Clause 4. hereof shall be considered final and no further adjustment to the Base Prices as revised at the Delivery Date of the Aircraft shall be made after Aircraft Delivery for any subsequent changes in the published index values.
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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| 5.4 | ***** |
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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APPENDIX 2 TO LETTER AGREEMENT NO. 2
| PART 2 | PROPULSION SYSTEM PRICE REVISION FORMULA |
CFM INTERNATIONAL
| 1. | REFERENCE PRICE OF THE PROPULSION SYSTEM |
The “Reference Price” (as such term is used in this Exhibit C Part 2) of a set of two (2) CFM International
A319 LEAP-X1A24 Engines is *****,
A320 LEAP-X1A26 Engines is *****, and
A321 LEAP-X1A32 Engines is *****.
The Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions of this Exhibit C Part 2.
| 2. | REFERENCE PERIOD |
The Reference Price has been established in accordance with the economic conditions prevailing for ***** as defined by CFM International by the Reference *****.
| 3. | INDEXES |
Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as “ECI336411W,” quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS,” and found in: Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group,” or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100, *****).
The quarterly value released for a certain month (March, June, September and December) will be the one deemed to apply for the two (2) preceding months.
Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I.
Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI detailed report” (found in Table 6. “Producer price indexes and percent changes for commodity groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100).
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15.
| 4. | REVISION FORMULA |
*****
| 5. | GENERAL PROVISIONS |
| 5.1 | Roundings |
| (i) | The Material Index average (*****) will be rounded to the nearest second decimal place and the Labor Index average (*****) will be rounded to the nearest first decimal place. |
| (ii) | ***** will be rounded to the nearest second decimal place. |
| (iii) | The final factor (*****) will be rounded to the nearest fourth decimal place. If the next succeeding place is five (5) or more, the preceding decimal place will be raised to the next higher figure. |
| (iv) | After final computation, ***** will be rounded to the nearest whole number (0.5 rounds to 1). |
| 5.2 | Final Index Values |
The revised Reference Price at the date of Aircraft delivery will not be subject to any further adjustment in the indexes.
| 5.3 | Interruption of Index Publication |
If the US Department of Labor substantially revises the methodology of calculation or discontinues any of the indexes referred to hereabove, the Seller will reflect the substitute for the revised or discontinued index selected by CFM International, such substitute index to lead in application to the same adjustment result, insofar as possible, as would have been achieved by continuing the use of the original index as it may have fluctuated had it not been revised or discontinued.
Appropriate revision of the formula will be made to accomplish this result.
| 5.4 | Annulment of the Formula |
Should the above ***** provisions become null and void by action of the US Government, the Reference Price will be adjusted due to increases in the costs of labor and material which have occurred from the period represented by the applicable Reference ***** to the ***** prior to the scheduled month of Aircraft delivery.
| 5.5 | ***** |
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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