Exhibit 10.28.8

 

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.

This Amendment No. 1 to the Letter Agreement COM0449-18, dated as of December 17, 2020 (“Amendment No. 1”) relates to the Letter Agreement COM0449-18 between Yaborã Indústria Aeronáutica S.A. (“Seller”) (the successor of Embraer S.A.) and Republic Airways Inc., formerly known as Republic Airline Inc. (“Buyer”), dated December 15, 2018, (“Letter Agreement”). This Amendment No. 1 is between Seller and Buyer (collectively referred to herein as the “Parties”).

All capitalized terms used in this Amendment No. 1 which are not defined herein shall have the meaning given in the Purchase Agreement and Letter Agreement. In the event of any conflict between this Amendment No. 1, the Purchase Agreement and Letter Agreement, the terms, conditions and provisions of this Amendment No. 1 shall control.

WHEREAS, this Amendment No. 1 sets forth additional agreements between Seller and Buyer relative to [***].

WHEREAS, this Amendment No. 1 sets forth additional agreements between Seller and Buyer relative to [***].

NOW, THEREFORE, for good and valuable consideration which is hereby acknowledged, the Parties hereby agree as follows:

1. [***]

2. [***]

3. [***]

4. [***]

5. COUNTERPARTS

This Amendment No. 1 may be executed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument. This Amendment No. 1 may be signed and exchanged by e-mail with originals to follow by an internationally recognized courier.

6. MISCELLANEOUS

All other provisions of the Letter Agreement that have not been specifically amended or modified by this Amendment No. 1 shall remain valid in full force and effect without any change.

 

Amendment No.1 to Letter Agreement COM0449-18 COM0513-20		Page 1 of 3

INTENTIONALLY LEFT BLANK

 

Amendment No.1 to Letter Agreement COM0449-18 COM0513-20		Page 2 of 3

IN WITNESS WHEREOF, Seller and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 1 to Letter Agreement to be effective as of the date first written above.

 

YABORÁ INDÚSTRIA AERONÁUTICA S.A.						REPUBLIC AIRWAYS INC.
By		/s/ Arjan Meijer				By		/s/ Joseph P. Allman
Name: Arjan Meijer						Name: Joseph P. Allman
Title: CEO Embraer Commercial Aviation						Title: SVP, CFO
By		/s/ Marcelo Santiago
Name: Marcelo Santiago
Title: Vice President Contracts & Asset Management
Place:						Place: Indianapolis, IN

 

Amendment No.1 to Letter Agreement COM0449-18 COM0513-20		Page 3 of 3