ex10-39.htm


     

    
      

      

    

    


      
        	
                EXHIBIT
                  10.39(s)

              
	
                CONFIDENTIAL
                  TREATMENT

              
	
                REQUESTED
                  PURSUANT TO RULE 24b-2

              
	
                 

              
	
                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. 19 TO PURCHASE AGREEMENT DCT-014/2004

    


    


    This
      Amendment No. 19 to Purchase Agreement DCT-014/2004, dated as of June 22, 2007
      (“Amendment No. 19”) 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. 19 is between Embraer and Buyer, collectively referred to herein
      as the “Parties”.

    


    This
      Amendment No. 19 sets forth additional agreements between Embraer and Buyer
      relative to the confirmation of 5 Option EMBRAER 170 Aircraft into 5 Firm
      Aircraft 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.
      19,
      which are not defined herein shall have the meaning given in the Purchase
      Agreement. In the event of any conflict between this Amendment No. 19 and the
      Purchase Agreement the terms, conditions and provisions of this Amendment No.
      19
      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.  

            	
               Definitions:

            


    

    


    
      	
                    


            	
               1.1
                Article 1.4.1 of the Purchase Agreement shall be deleted and replaced
                by
                the following:

            


    

    


    
      	
               

            	
                “1.4.1
                EMBRAER 170 Aircraft: shall mean the EMBRAER 170 LR aircraft
                (certification designation ERJ 170-100 LR) (the "EMBRAER 170 Aircraft")
                or, where there is more than one of such Aircraft, each of the EMBRAER
                170
                Aircraft, manufactured by Embraer for sale to Buyer pursuant to this
                Agreement according to the Preliminary Technical Description PTD
                170 –
                Rev.4 dated as of May 2003 (which, although not attached hereto,
                is
                incorporated herein by reference) and the Aircraft configuration
                described
                in Attachment "A" for the Aircraft listed in the table containing
                the
                delivery schedule in Article 5.1 of the Purchase Agreement with the
                designations “E170” and  “***” (the “*** 170 Aircraft”) and
                “E170” and “***”(the “*** 170 Aircraft”)  and Attachment “A-3”
                for the Aircraft  listed in the table containing the delivery
                schedule in Article 5.1 of the Purchase Agreement with the designations
                “E170” and  “***” (the “*** 170 Aircraft”), and as may be
                amended from time to time as specified in Article
                11.”

            


    

    


    
      	
              2.  

            	
              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 forty-three (43) 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 seventy-four (74) Option
                EMBRAER
                170 Aircraft, in accordance with Article
                23.”

            


    

     

    


    
      	
              3. 

            	
              Optional
                Equipment change

            


    

    


    
      	
                    


            	
              3.1
                All EMBRAER 175 Aircraft delivered or to be delivered and EMBRAER
                170
                Aircraft to be delivered to Buyer *** shall
                ***.

            


    

    


    
      	      

                  

            	
              3.2
                Section 2.2 of  Attachment “A”, Attachment “A-1” (*** 175) and
                Attachment “A-2” (*** 175) to Purchase Agreement shall be amended by
                inserting the following:

            


    

    


    
      	
              ***

            	
              ***

            


    

    


    
      	
                    


            	
              3.4
                As a result of the above changes, the *** as provided
                ***.

            


    

    


    ____________

    ***Confidential

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.  

            	
              Price

            


    

    


    
      	
                      4.1  

            	
              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:

            


    

     

    


    
      	
              ***

            	
              ***

            	
              ***

            
	
              ***

            	
              ***

            	
              ***

            
	
              ***

            	
              ***

            	
              ***

            
	
              ***

            	
              ***

            	
              ***

            
	
              ***

            	
              ***

            	
              ***

            
	
              ***

            	
              ***

            	
              ***

            


    

    


    Notes:

    
      	
              (1)  

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

            


    

    
      	
              (2)  

            	
              ***.

            


    

    


    


    5.    Firm
      Aircraft:

     

    
      	      	
              5.1
                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

            	
              ***

            	
              ***

            	
              71

            	
              ***

            	
              ***

            	
              ***

            
	
              50

            	
              ***

            	
              ***

            	
              ***

            	
              72

            	
              ***

            	
              ***

            	
              ***

            
	
              51

            	
              ***

            	
              ***

            	
              ***

            	
              73

            	
              ***

            	
              ***

            	
              ***

            
	
              52

            	
              ***

            	
              ***

            	
              ***

            	
              74

            	
              ***

            	
              ***

            	
              ***

            
	
              53

            	
              ***

            	
              ***

            	
              ***

            	
              75

            	
              ***

            	
              ***

            	
              ***

            
	
              54

            	
              ***

            	
              ***

            	
              ***

            	
              76

            	
              ***

            	
              ***

            	
              ***

            
	
              55

            	
              ***

            	
              ***

            	
              ***

            	
              77

            	
              ***

            	
              ***

            	
              ***

            
	
              56

            	
              ***

            	
              ***

            	
              ***

            	
              78

            	
              ***

            	
              ***

            	
              ***

            
	
              57

            	
              ***

            	
              ***

            	
              ***

            	
              79

            	
              ***

            	
              ***

            	
              ***

            
	
              58

            	
              ***

            	
              ***

            	
              ***

            	
              80

            	
              ***

            	
              ***

            	
              ***

            
	
              59

            	
              ***

            	
              ***

            	
              ***

            	
              81

            	
              ***

            	
              ***

            	
              ***

            
	
              60

            	
              ***

            	
              ***

            	
              ***

            	
              82

            	
              ***

            	
              ***

            	
              ***

            
	
              61

            	
              ***

            	
              ***

            	
              ***

            	
              83

            	
              ***

            	
              ***

            	
              ***

            
	
              62

            	
              ***

            	
              ***

            	
              ***

            	
              84

            	
              ***

            	
              ***

            	
              ***

            
	
              63

            	
              ***

            	
              ***

            	
              ***

            	
              85

            	
              ***

            	
              ***

            	
              ***

            
	
              64

            	
              ***

            	
              ***

            	
              ***

            	
              86

            	
              ***

            	
              ***

            	
              ***

            
	
              65

            	
              ***

            	
              ***

            	
              ***

            	
              87

            	
              ***

            	
              ***

            	
              ***

            
	
              66

            	
              ***

            	
              ***

            	
              ***

            	
              88

            	
              ***

            	
              ***

            	
              ***

            
	
              67

            	
              ***

            	
              ***

            	
              ***

            	
              89

            	
              ***

            	
              ***

            	
              ***

            
	
              68

            	
              ***

            	
              ***

            	
              ***

            	
              90

            	
              ***

            	
              ***

            	
              ***

            
	
              69

            	
              ***

            	
              ***

            	
              ***

            	
              91

            	
              Sep
                08

            	
              ***

            	
              ***

            
	
              70

            	
              ***

            	
              ***

            	
              ***

            	 	 	 	 


    

    


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

    


    
      	
               

            	
              5.2  Buyer
                may ***.

            


    

     

    
      	
              6.  

            	
              Payment:

            


    

     

    
      	
                     6.1 

            	
              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 ***.”

     

    
      ____________

      ***Confidential


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              Changes:

            


    

     

    
      	
                  7.1

            	
               
                The first paragraph of Article 11.1 is hereby deleted and replaced
                with
                the following:

            


    

     

    “At
      delivery each EMBRAER 170 Aircraft will comply with the standards defined in
      Attachment “A” or Attachment “A-3”, as applicable, each EMBRAER 175 Aircraft
      will comply with the standards defined in Attachment “A-1” or Attachment “A-2”,
      as applicable,  and each Aircraft shall incorporate all modifications
      which are classified as Airworthiness Directives (ADs) mandatory by CTA or
      FAA
      and shall also at the Actual Delivery Date incorporate any change agreed upon
      by
      Buyer and Embraer in accordance with this Article 11.”

     

    
      	
                  7.2 

            	
               Article
                11.6 is hereby
                amended by inserting in the first sentence after “Attachment ‘A’” the
                following “, Attachment ‘A-1’, Attachment ‘A-2’ or Attachment ‘A-3’, as
                applicable,”.

            


    

     

    
      	
                   7.3 

            	
              Article
                11.7 is hereby amended by deleting the first sentence thereof and
                replacing it with the following:

            


    

     

    “Except
      ***, should an EMBRAER 170 Aircraft not comply with the terms and conditions
      of
      Attachment “A” or Attachment “A-3”, as applicable, or an EMBRAER 175 Aircraft
      not comply with the terms and conditions of Attachment “A-1” or Attachment
“A-2”, as applicable, Buyer shall be entitled to either ***”.

    
 

    
      	
              8.    

            	
              Option
                Aircraft:

            


    

    


    
      	
               

            	
              8.1
                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 seventy-four (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

            	
              Oct
                08

            	
              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

            	
              Aug
                12”

            
	
              25

            	
              ***

            	
              50

            	
              ***

            	 	 


    

    


     

        8.2
      Article
      23.5.1 is hereby deleted and replaced by the following:

     

     

    
      	
               

            	
              “23.5.1  Buyer
                shall indicate in any notice exercising its option, with respect
                to each
                Option Aircraft covered by such notice, whether
                ***.”

            


    

    


    
      	
              9.      


            	
              Attachment
                A-3:  New Attachment “A-3” is hereby added to the
                Purchase Agreement.

            


      	       	 


      	10.     	    
              
              Miscellaneous:
                All other provisions of the Agreement which have not been
                specifically amended or modified by this Amendment No. 19 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. 19 to
      Purchase Agreement to be effective as of the date first written
      above.

     

     

    
      	
              EMBRAER
                – Empresa Brasileira de Aeronáutica S.A.

            	 	 	
              Republic
                Airline Inc.

            	 
	 	 	 	 	 
	
              /s/
                Mauro Kern Junior

            	 	 	
              /s/
                Bryan K. Bedford

            	 
	
              Name:
                Mauro Kern Junior

            	 	 	
              Name:
                

            	 
	
              Title:
                Executive Vice President Airline Market 

            	 	 	
              Title

            	 



      	 	 	 	 	 
	
              /s/
                José Luís
                D.
                Molina

            	 	 	
              Date:
                June 22,
                2007

            	 
	
              Name:
                José
                Luís
                D.
                Molina

            	 	 	
              Place:
                Indianapolis

            	 
	
              Title: Vice
                President Contracts Airline Market 

            	 	 	
               

            	 


    

    


    
      	 	 	 	 	 
	
              Date:
                June 22, 2007

            	 	 	
               

            	 
	
              Place:
                S.J. Dos Campos, Brazil

            	 	 	
               

            	 
	
               

            	 	 	
               

            	 



      	 	 	 	 	 
	
              Witness:
                /s/ Carlos Martins Dutra

            	 	 	
              Witness:
                /s/ Lars -Erik Arnell

            	 
	
              Name:
                Carlos Martins Dutra

            	 	 	
              Name:
                Lars Erik Arnell 

            	 
	
               

            	 	 	
               

            	 


    

    
 

     



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  

            
              	
                       

                    	
                      ATTACHMENT “A-3”
                        – EMBRAER 170 AIRCRAFT
                        CONFIGURATION

                    


            
        

            
              	
                       

                    	
                      Frontier
                        Configuration

                    


            
      
      

                  
      
    

      

    

     

    
      	
              1.

            	
              EMBRAER
                170 CONFIGURATION

            


    

     

    
      	
              1.1.

            	
              EMBRAER
                170 Standard Aircraft

            


    

     

    The
      Aircraft EMBRAER 170  shall be manufactured according to (i) the
      standard configuration specified in the Preliminary Technical Description
      PTD-170 Rev. 4 dated May 2003, which although not attached hereto, is
      incorporated herein by reference, and (ii) the characteristics described in
      the
      items below.

     

    


     

    2.           EMBRAER
      170 OPTIONAL EQUIPMENT

     

    The
      Aircraft will also be fitted with ***:

     

    
      	
              2.1.

            	
              Aircraft
                Model and Engines

            


    

    a.
      EMBRAER 170 LR

    b.
      GE
      CF34-8E5 Engine

     

    
      	
              2.2.

            	
              ***

            


    

    


    
      	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            
	
              ***

            	
              ***

            


    

    


    
      	
               

            	
              (1) ***
                does not ***.   Such e*** shall be
                ***.

            


      	 	 


      	 	(2)
              ***.


    

     

     

    2.3.                    EMBRAER
      170 Interior Configuration ***

    


    
      	
              ***

            	
              ***

            	
              ***

            
	
              ***

            	
              ***

            	
              ***

            
	
              ***

            	
              ***

            	
              ***

            


    

    ***

    ***

     

     

    
      ____________

      ***Confidential

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	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 ***.


      	 	 


      	
               

            	
              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-3” AND THE TERMS OF THE TECHNICAL
      DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A-3” SHALL
      PREVAIL.

    


    


    


    ____________

    ***Confidential