Exhibit
10.13(h)


 


CONFIDENTIAL
TREATMENT


REQUESTED
PURSUANT TO RULE 406


 


AMENDMENT
NUMBER 8 TO AMENDED

AND RESTATED LETTER AGREEMENT GCT-026/98


 


This Amendment Number 8
to Amended and Restated Letter Agreement GCT-026/98, dated as of March 22, 2004
(“Amendment No. 8”) relates to the Amended and Restated Letter Agreement
GCT-026/98 (the “Letter Agreement”) between Embraer - Empresa Brasileira de
Aeronáutica S.A. (“Embraer”) and Republic Airways Holdings Inc. (“Buyer”) dated
April 19, 2002, which concerns the Amended and Restated Purchase Agreement
GCT-025/98 (the “Purchase Agreement”), as amended from time to time
(collectively referred to herein as the “Agreement”). This Amendment No. 8 is
between Embraer and Buyer, collectively referred to herein as the “Parties”.


 


This Amendment No. 8 sets
forth further agreements between Embraer and Buyer relative to [*] spare parts credit to be made available to
Buyer.


 


This Amendment No. 8
constitutes an amendment and modification of the Letter Agreement.  All terms defined in the Agreement and not
defined herein shall have the meaning given in the Agreement when used herein,
and in case of any conflict between this Amendment No. 8 and the Agreement, the
terms of this Amendment No. 8 shall control.


 


WHEREAS, in connection
with the Parties’ agreements as described above, the Parties have agreed to
modify the Letter Agreement as provided below;


 


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


 


1.  [*] Spare Parts
Credit:


 


1.1     [*]
provide Buyer an [*] spare parts credit in the amount of [*]


[*]


 


Such spare parts
credit shall be used by Buyer for [*].


 


2.
Miscellaneous:  All other
provisions of the Agreement which have not been specifically amended or
modified by this Amendment No. 8 shall remain valid in full force and effect
without any change.


 


CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF
1933.  THE OMITTED MATERIALS HAVE BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 












* Confidential

















 


CONFIDENTIAL


 


IN WITNESS WHEREOF,
Embraer and Buyer, by their duly authorized officers, have entered into and
executed this Amendment No. 8 to be effective as of the date first written
above.


 


	
  EMBRAER – Empresa Brasileira de

  Aeronáutica S.A.

  	
  Republic Airways
  Holdings Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Antonio Luiz
  Pizarro Manso

  	
   

  	
  By

  	
  /s/ Robert H. Cooper

  	
   

  
	
  Name:  Antonio
  Luiz Pizarro Manso

  	
  Name:

  	
  Robert H. Cooper

  
	
  Title:

  	
  Executive Vice
  President Corporate & CFO

  	
  Title:

  	
  EVP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Flavio Rimoli

  	
   

  	
   

  
	
  Name:

  	
  Flavio Rimoli

  	
   

  
	
  Title:

  	
  Sr. Vice President

  	
   

  
	
  Airline Market

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  Date:

  
	
  Place:

  	
  Place:

  
	
   

  	
   

  
	
  Witness:

  	
  /s/ Juliette O.
  Zambelli

  	
   

  	
  Witness:

  	
  /s/ Lars-Erik Arnell

  	
   

  
	
   

  	
   

  
	
  Name:  Juliette
  O. Zambelli

  	
  Name:  Lars-Erik
  Arnell

  
											



 


2