exhibit10_40.htm


     

    
      Exhibit
        10.40(m)

      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.



                                                CONFIDENTIAL

    
 

    AMENDMENT
      No. 13 TO LETTER AGREEMENT DCT-015/2004

    


    


    This
      Amendment No. 13 to Letter Agreement DCT-015/2004, dated as of October 18,
      2007
      (“Amendment No. 13”) relates to the Letter Agreement DCT-015/2004 (the “Letter
      Agreement”) between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer”)
      and Republic Airline Inc. (“Buyer”) dated March 19, 2004 and which concerns the
      Purchase Agreement DCT-014/2004 (the “Purchase Agreement”), as amended from time
      to time (collectively referred to herein as “Agreement”).  This
      Amendment No. 13 is between Embraer and Buyer, collectively referred to herein
      as the “Parties”.

    


    This
      Amendment No. 13 sets forth additional agreements between Embraer and Buyer
      related to the confirmation of 11 Option EMBRAER 170 Aircraft into 11 Firm
      EMBRAER 175 Aircraft.

     

    Except
      as
      otherwise provided for herein all terms of the Letter Agreement shall remain
      in
      full force and effect. All capitalized terms used in this Amendment No. 13
      that
      are not defined herein shall have the meaning given in the Letter Agreement.
      In
      the event of any conflict between this Amendment No. 13 and the Letter Agreement
      the terms, conditions and provisions of this Amendment No. 13 shall
      control.

    


     

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

    


    
      	
              1.  

            	
              Spare
                Parts Credit:

            


    

    


    
      	
               

            	
              1.1
                Article 1(ii) of the Letter Agreement shall be deleted and replaced
                by the
                following:

            


    

    


    
      	
               

            	
              “(ii)
                Spare Parts Credit:  Embraer will provide a spare parts
                (except for engines, engine related parts and APU), ground support
                equipment, test equipment credit and special services of ***.  This
                credit shall be made available to Buyer upon ***.  If for any reason
                *** then *** Buyer shall ***. *** shall only be made available to
                Buyer in
                the event there is no outstanding balance due from Buyer to Embraer
                related to the purchase of such Aircraft.  If *** credit is not so
                made available to Buyer because ***, such credit shall be made available
                at such time thereafter ***.  Any portion of such credit which
                remains unused *** shall be deemed to have been waived by Buyer,
                and no
                further compensation shall be due from Embraer to Buyer for such ***
                credit(s).  Such credit(s) shall be applied
                ***.

            


    

     

     

    
      	
              2.

            	Aircraft
              Purchase Price


    

     

    
      	
               

            	
              2.1
                Article 2.4 of the Letter Agreement *** for
                ***.

            


    

     

     

    
      	
              3.

            	***EMBRAER
              170 ***


    

    


    
      	
               

            	
              3.1
                Embraer shall provide to Buyer ***.
                Such *** shall ***.

            


    

    


    
      	
               

            	
              3.2
                Embraer shall provide to Buyer ***.

            


    

    


    
      	
               

            	
              3.3
                The *** mentioned above shall ***.

               

               

               

            


    

    ____________

    
      ***Confidential



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.

            	***EMBRAER
              170/175 ***


    

     

    


    
      	
               

            	
              4.1
                ***

            


    

    
      	
               

            	
               

            


    

    
      	
               

            	
              ***Embraer
                shall provide to Buyer ***. Such *** shall ***.

            


    

    


    
      	
               

            	
              ***Embraer
                shall provide to Buyer ***. ***Such *** shall ***.

            


    

    


    
      	
               

            	
              4.2
                ***

            


    

    


    
      	
               

            	
               Pursuant
                to *** are to be ***. Upon Buyer’s request, Embraer shall provide to Buyer
                ***. Such *** shall ***.

            


    

    


    
      	
               

            	
              ***Should
                the ***, Embraer shall ***.

            


    

     

    
      	 	***
	 	 
	
              5.

            	***


    

     

    
      	
              6.

            	***EMBRAER
              175 ***


    

     

    
      	
               

            	
              6.1
                Each of *** shall ***.

            


    

     

    
      	
               

            	
              6.2
                The ***shall be provided ***.

            


    

     

    
      	
              7.

            	***
	 	 
	
              8.

            	***


    

    


     

    All
      other
      provisions of the Letter Agreement which have not been specifically amended
      or
      modified by this Amendment No. 13 shall remain valid in full force and effect
      without any change.

    


    (Remainder
      of page intentionally left in blank)

    __________
*Confidential

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  
      

                  CONFIDENTIAL      
    

      

    


    


    IN
      WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
      entered into and executed this Amendment No. 13 to Letter Agreement to be
      effective as of the date first written above.

    


    
      	
              EMBRAER
                – Empresa Brasileira de Aeronáutica S.A.

            	 	 	Republic
              Airline Inc.	 
	 	 	 	 	 
	
              By
                /s/ Falvio
                Rimoli

            	 	 	
              /s/
                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: 
                Fernando Bueno

            	 	 	
              Witness:Lars
                - Erik Arnell

            	 
	
              Name:
                Fernando Bueno

            	 	 	
              Name:
Lars
                -
                Erik Arnell