ex10_40.htm


     

    
      

      

    

    
 

    
      	
              EXHIBIT
                10.40(l)

            
	
              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. 12 TO LETTER AGREEMENT DCT-015/2004

    


    


    This
      Amendment No. 12 to Letter Agreement DCT-015/2004, dated as of June 22, 2007
      (“Amendment No. 12”) 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. 12 is between Embraer and Buyer, collectively referred to herein
      as the “Parties”.

    


    This
      Amendment No. 12 sets forth additional agreements between Embraer and Buyer
      related to the confirmation of 5 Option EMBRAER 170 Aircraft into 5 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. 12
      that
      are not defined herein shall have the meaning given in the Letter Agreement.
      In
      the event of any conflict between this Amendment No. 12 and the Letter Agreement
      the terms, conditions and provisions of this Amendment No. 12 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 ***.  *** 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.  Conversion

     

    
      	
               

            	
              3.1
                The first  paragraph of Article 4.a shall be deleted and
                replaced by the following:

            


      	 	 


      	
            	 	“Buyer
              shall have the flexibility to request the conversion of any Aircraft
              into
              the EMBRAER 170 (configured as a *** 170 Aircraft), EMBRAER 175
              (configured as *** 175 Aircraft), the EMBRAER 190, or the EMBRAER 195
              jet
              aircraft (collectively, the “Conversion Aircraft”), provided
              ***.”


      	 	 


      	 	3.2
              Article 4.e shall be deleted and replaced with the
              following:


      	 	 


      	
            	 	“e)
              EMBRAER 170 Conversion Aircraft Offer Price:


      	 	 


      	
            	 	The
              Basic Price for each Conversion Aircraft that is configured as
              a *** 170 Aircraft (the “170 Conversion Aircraft”)
              ***.”


    

     

    
      	
               

            	
              3.3
                The penultimate paragraph of Article 4 shall be deleted and replaced
                with
                the following:

            


      	 	 


      	
            	 	“Each
              170 Conversion Aircraft shall be configured as a *** 170 Aircraft (as
              specified in the applicable conversion notice), each 175 Conversion
              Aircraft shall be configured as *** a *** 175 Aircraft (as specified
              in
              the applicable conversion notice) and each 190 Conversion Aircraft
              or 195
              Conversion Aircraft shall be configured as per Exhibit 3, and shall
              be
              available to Buyer at each relevant Conversion Aircraft Basic Price
              and in
              ***.”


    

     

    4.  ***

     

    
      	
                     

            	
               4.1
                ***.

            


    

     

    


    All
      other
      provisions of the Letter Agreement which have not been specifically amended
      or
      modified by this Amendment No. 12 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. 12 to Letter 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 

            	 	 	
              Title:

            	 


    

     

    


    
      	 	 	 	 	 
	
              /s/
                José
                Luís
                D.
                Molina

            	 	 	
              Date:
                June 22, 2007

            	 
	
              Name:
                José
                Luís
                D.
                Molina

            	 	 	
              Place:
                Indianapolis

            	 
	
              Title:
                Vice
                President Contracts 

            	 	 	
               

            	 
	Date:
              June 22, 2007	 	 	 	 
	S.J.
              Dos Campos, Brazil	 	 	 	 


    

     

     

     

     

    
      	 	 	 	 	 
	
              Witness:
                /s/
                Carlos Martins Dutra

            	 	 	
              Witness:
                /s/
                Lars-Erik Arnell 

            	 
	
              Name:
                Carlos
                Martins Dutra

            	 	 	
              Name:
                Lars-Erik
                Arnell 

            	 
	
               

            	 	 	
               

            	 


    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    


    Amended
      and Restated Schedule
      6

     

    ***

     

    


    


    ____________

***Confidential