exhibit10_39.htm


    
      Exhibit
        10.39(t)

      CONFIDENTIAL
        TREATMENT

      REQUESTED
        PURSUANT TO RULE 24b-2

      Execution
        Version

      


      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.





    AMENDMENT
      No. 20 TO PURCHASE AGREEMENT DCT-014/2004

    


    


    This
      Amendment No. 20 to Purchase Agreement DCT-014/2004, dated as of October 18,
      2007 (“Amendment No. 20”) relates to the Purchase Agreement DCT-014/2004 (the
“Purchase Agreement”) between Embraer - Empresa Brasileira de Aeronáutica S.A.
      (“Embraer”) and Republic Airline Inc. (“Buyer”) dated March 19, 2004 as amended
      from time to time (collectively referred to herein as “Agreement”). This
      Amendment No. 20 is between Embraer and Buyer, collectively referred to herein
      as the “Parties”.

    


    This
      Amendment No. 20 sets forth additional agreements between Embraer and Buyer
      relative to the confirmation of 11 Option EMBRAER 170 Aircraft into 11 Firm
      Aircraft, addition of 11 Option EMBRAER 170 and changes on the Firm and Option
      Aircraft delivery schedules.

    


    Except
      as
      otherwise provided for herein all terms of the Purchase Agreement shall remain
      in full force and effect. All capitalized terms used in this Amendment No.
      20,
      which are not defined herein shall have the meaning given in the Purchase
      Agreement. In the event of any conflict between this Amendment No. 20 and the
      Purchase Agreement the terms, conditions and provisions of this Amendment No.
      20
      shall control.

    


    WHEREAS,
      in connection with the Parties’ agreement above mentioned, the Parties have now
      agreed to amend the Purchase Agreement as provided for below:

    


    


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

    


    


    
      	
              1.  

            	
              Subject:
                Article 2 of the Purchase Agreement is hereby deleted and
                replaced as follows:

            


    

     

    “Subject
      to the terms and conditions of this Agreement:

     

    
      	
              2.1

            	
              Embraer
                shall sell and deliver and Buyer shall purchase and take delivery
                of
                forty-eight (48) EMBRAER 170 Aircraft and fifty-four (54) EMBRAER
                175
                Aircraft ***;

            


    

     

    
      	
              2.2

            	
              Embraer
                shall provide to Buyer the Services and the Technical Publications;
                and

            


    

     

    
      	
              2.3

            	
              Buyer
                shall have the option to purchase up to 74 Option EMBRAER 170 Aircraft,
                in
                accordance with Article 23.”

            


    

    


    
      	
              2.  

            	
              Price

            


    

    


    
      	
              2.1  

            	
              Article
                3.1 of the Purchase Agreement is hereby deleted and replaced by the
                following:

            


    

     

    
      	
              "3.1

            	
              Buyer
                agrees to pay Embraer, subject to the terms and conditions of this
                Agreement, in United States dollars, the following amount per unit
                Basic
                Prices:

            


    

     

    


    
      	
              ***

            	
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              ***

            	
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              ***

            	
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              ***

            	
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              ***

            
	
              ***

            	
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              ***

            
	
              ***

            	
              ***

            	
              ***

            


    

    


    Notes:

    
      	
              (1)  

            	
              Aircraft
                EMBRAER 170 #1 to #48 were already
                delivered;

            


    

    
      	
              (2)  

            	
              ***

            


    

    __________

    *
      Confidential

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.
      Firm Aircraft:

     

    
      	
              3.1

            	
              Delivery:
                The table containing the delivery schedule in Article 5.1 of the
                Purchase
                Agreement shall be deleted in its entirety and replaced with the
                following:

            


    

    


    
      	
               “Firm
                A/C

            	
              Delivery
                Month

            	
              ***

            	
              ***

            	
              Firm
                A/C

            	
              Delivery
                Month

            	
              ***

            	
              ***

            
	
              49

            	
              Jan
                07

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              50

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              51

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              52

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              53

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              54

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              55

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              56

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              57

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              58

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              59

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              60

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              61

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              62

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              63

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              64

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              65

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              66

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              67

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              68

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              69

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              70

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              71

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              72

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              73

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              74

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	
              75

            	
              ***

            	
              ***

            	
              ***

            	
              102

            	
              Feb
                09

            	
              ***

            	
              ***

            


    

    


    Note:
      The
      first 48 EMBRAER 170 Aircraft (Aircraft #1 to # 48) were already
      delivered.

    
      __________

      *
        Confidential


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.      Payment:

     

    
      	
              4.1

            	
              The
                penultimate sentence of the last paragraph of Article 4.1 is hereby
                deleted and replaced as follows:

            


    

     

    “Any
      progress payment for *** otherwise be due *** shall be due ***

    


    
      	
              5.

            	
              Option
                Aircraft:

            


    

    


    
      	
              5.1

            	
              The
                opening paragraph of Article 23 and delivery schedule table of the
                Purchase Agreement are hereby deleted and replaced by the
                following:

            


    

    


    “Buyer
      shall have the option to purchase up to 74 additional Option Aircraft, to be
      delivered on the last day of the applicable month set forth below or such
      earlier date in such month specified pursuant to Article 7.1: 

    


    
      	
              Option
                A/C

            	
              Delivery
                Month

            	
              Option
                A/C

            	
              Delivery
                Month

            	
              Option
                A/C

            	
              Delivery
                Month

            
	
              1

            	
              Mar
                09

            	
              26

            	
              ***

            	
              51

            	
              ***

            
	
              2

            	
              ***

            	
              27

            	
              ***

            	
              52

            	
              ***

            
	
              3

            	
              ***

            	
              28

            	
              ***

            	
              53

            	
              ***

            
	
              4

            	
              ***

            	
              29

            	
              ***

            	
              54

            	
              ***

            
	
              5

            	
              ***

            	
               30

            	
              ***

            	
              55

            	
              ***

            
	
              6

            	
              ***

            	
              31

            	
              ***

            	
              56

            	
              ***

            
	
              7

            	
              ***

            	
              32

            	
              ***

            	
              57

            	
              ***

            
	
              8

            	
              ***

            	
              33

            	
              ***

            	
              58

            	
              ***

            
	
              9

            	
              ***

            	
               34

            	
              ***

            	
              59

            	
              ***

            
	
              10

            	
              ***

            	
               35

            	
              ***

            	
              60

            	
              ***

            
	
              11

            	
              ***

            	
               36

            	
              ***

            	
              61

            	
              ***

            
	
              12

            	
              ***

            	
               37

            	
              ***

            	
              62

            	
              ***

            
	
              13

            	
              ***

            	
              38

            	
              ***

            	
              63

            	
              ***

            
	
              14

            	
              ***

            	
              39

            	
              ***

            	
              64

            	
              ***

            
	
              15

            	
              ***

            	
              40

            	
              ***

            	
              65

            	
              ***

            
	
              16

            	
              ***

            	
              41

            	
              ***

            	
              66

            	
              ***

            
	
              17

            	
              ***

            	
              42

            	
              ***

            	
              67

            	
              ***

            
	
              18

            	
              ***

            	
              43

            	
              ***

            	
              68

            	
              ***

            
	
              19

            	
              ***

            	
              44

            	
              ***

            	
              69

            	
              ***

            
	
              20

            	
              ***

            	
              45

            	
              ***

            	
              70

            	
              ***

            
	
              21

            	
              ***

            	
              46

            	
              ***

            	
              71

            	
              ***

            
	
              22

            	
              ***

            	
              47

            	
              ***

            	
              72

            	
              ***

            
	
              23

            	
              ***

            	
              48

            	
              ***

            	
              73

            	
              ***

            
	
               24

            	
              ***

            	
              49

            	
              ***

            	
              74

            	
              Apr
                13

            
	
              25

            	
              ***

            	
              50

            	
              ***

            	 	 


    

    


    
      	
              6.

            	
              Attachment
                A-2:  Attachment “A-2” to the Purchase Agreement is
                hereby deleted and replaced with Attachment “A-2” to this Amendment No.
                20.

            


    

    


    
      	
              7. 

            	
              Miscellaneous:
                All other provisions of the Agreement which have not been
                specifically amended or modified by this Amendment No. 20 shall remain
                valid in full force and effect without any
                change.

            


    

    


    
      __________

      *
        Confidential


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    


    IN
      WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
      entered into and executed this Amendment No. 20 to Purchase Agreement to be
      effective as of the date first written above.

    


     

     

    
      	
              EMBRAER
                – Empresa Brasileira de Aeronáutica S.A.

            	 	 	
              Republic
                Airline Inc.

            	 
	 	 	 	 	 
	
              By
                /s/ Flavio Rimoli

            	 	 	
              By
                Bryan Bedford

            	 
	
              Name:
                Flavio Rimoli

            	 	 	
              Name:
                Bryan Bedford 

            	 
	
              Title:
                Executive Vice President & General Counsel 

            	 	 	
              Title:
                President 

            	 


    

     

    
      	 	 	 	 	 
	
              By
                /s/ José
Luis
                D. Molina

            	 	 	
               

            	 
	
              Name:
                José
                Luis D. Molina

            	 	 	
               

            	 
	
              Title:
                Vice President Contracts Airline Market

            	 	 	
               

            	 


    

    
      	
               

            	
               

            
	
              Date:
                October 18, 2007

            	
              Date: October 18, 2007

            
	Place:
              San José
Dos
              Campos, S.P.	
              Place:
                Indianapolis, IN

            
	 	 
	Witness:
              Fernanco Bueno	Witness:
              Lars - Erik Arnell
	Name:
              Fernando Bueno	Name:
              Lars - Erik Arnell


    

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    ATTACHMENT
      "A-2" - EMBRAER 175 AIRCRAFT CONFIGURATION

     

    Delta
      Configuration

     

     

    1.
      EMBRAER 175 CONFIGURATION 

     

     EMBRAER
      175 Standard Aircraft

     

     

    The
      EMBRAER 175 Aircraft shall be manufactured according to (i) the standard
      configuration specified in the Technical Description TD-175 Rev. 9 dated June
      2007, which although not attached hereto, is incorporated herein by reference,
      and (ii) the characteristics described in the items below.

     

     

    2.
      EMBRAER 175 Optional Equipment

     

     

    The
      EMBRAER 175 Aircraft will also be fitted with the following options selected
      by
      Buyer:

     

    2.1  Aircraft
      Model and Engines

     

    
      	
              a)  

            	
              EMBRAER
                175 LR ***

            


    

    
      	
              b)  

            	
               GE
                CF34-8E5 Engines

            


    

     

    2.2
      Options By Ata Chapter

     

    


    
      	
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              ***

            	
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              ***

            	
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              ***

            	
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              ***

            	
              ***

            
	
              ***

            	
              ***

            


    

     

    


    __________

    *
      Confidential

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


     

    ATTACHMENT
      "A-2" - EMBRAER 175 AIRCRAFT CONFIGURATION

     

     

    Delta Configuration

     

     

    
      	
              2.3

            	EMBRAER
              175 Interior Configuration (76
              seats)


    

     

    ***

     

    3.
      FINISHING

     

    The
      Aircraft will be delivered to Buyers as follows:

     

    
      	
              3.1

            	
              EXTERIOR
                FINISHING:

            


    

     

    The
      fuselage of the Aircraft shall be painted according to Buyer’s color and paint
      scheme which shall be supplied to Embraer by Buyer on or before *** to the
      relevant Aircraft Contractual Delivery Date.

     

    The
      wings
      and the horizontal stabilizer of all Aircraft shall be supplied in the standard
      colors, i.e., gray BAC707.

     

    
      	
              3.2

            	
              INTERIOR
                FINISHING:

            


    

     

    Buyer
      shall inform Embraer on or before *** prior to the relevant Aircraft Contractual
      Delivery Date of its choice of materials and colors of all and any item of
      interior finishing such as seat covers, carpet, floor lining on galley areas,
      side walls and overhead lining, galley lining and curtain. The above-mentioned
      schedule for definition of interior finishing shall only be applicable if Buyer
      selects its materials from the choices offered by and available at Embraer.
      In
      case Buyer opts to use different materials and or patterns, such schedule shall
      be mutually agreed between the Parties at the time of signature of the Purchase
      Agreement.

     

    
      	
              3.3

            	
              BUYER
                FURNISHED AND BUYER INSTALLED EQUIPMENT (BFE and
                BIE):

            


    

     

    Buyer
      may
      choose to have carpets, tapestries, seat covers and curtain fabrics supplied
      to
      Embraer for installation in the Aircraft as BFE. Materials shall conform to
      the
      required standards and comply with all applicable regulations and airworthiness
      requirements. Delays in the delivery of BFE equipment or quality restrictions
      that prevent the installation thereof in the time frame required by the Aircraft
      manufacturing process shall entitle Embraer to either delay the delivery of
      the
      Aircraft or present the Aircraft to Buyer without such BFE, in which case Buyer
      shall not be entitled to refuse acceptance of the Aircraft. All BFE equipment
      shall be delivered to Embraer in DDP – Embraer facilities in São José dos
      Campos, SP, Brazil (Incoterms 2000) conditions.

     

    The
      Aircraft galleys have provisions for the following BIE items that, unless timely
      agreed by the Parties, are not supplied or installed by Embraer: Trolleys,
      ovens, coffee makers, hot jugs and standard units.

     

    
      	4.  	REGISTRATION
              MARKS AND TRANSPONDER CODE


    

     

    The
      Aircraft shall be delivered to Buyer with the registration marks painted on
      them. The registration marks and the transponder code shall be supplied to
      Embraer by Buyer no later than *** before each relevant Aircraft Contractual
      Delivery Date.

     

    IT
      IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT
      BETWEEN THE TERMS OF THIS ATTACHMENT “A-2” AND THE TERMS OF THE TECHNICAL
      DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A-2” SHALL
      PREVAIL.

    __________

    *
      Confidential