exhibit10_39u.htm


    
       

      
        
          EXHIBIT
10.39(u)

          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. 

          


           

          CONFIDENTIAL

        

      

    

    


    AMENDMENT No. 21 TO PURCHASE AGREEMENT DCT-014/2004

     

    This
Amendment No. 21 to Purchase Agreement DCT-014/2004, dated as of June 5th, 2008
(“Amendment No. 21”) 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. 21 is between Embraer and Buyer, collectively referred to herein
as the “Parties”.

    


    This
Amendment No. 21 sets forth additional agreements between Embraer and Buyer
relative to the Aircraft [*]
and [*] Option
Aircraft and the consequent changes to the Option Aircraft delivery
schedule.

    


    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. 21,
which are not defined herein shall have the meaning given in the Purchase
Agreement. In the event of any conflict between this Amendment No. 21 and the
Purchase Agreement the terms, conditions and provisions of this Amendment No. 21
shall control.

    


    WHEREAS, Buyer and Embraer
have agreed to  adjust the Aircraft Basic Price of all Aircraft to be
delivered as of the date hereof.

    


    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 2.3 of
      the Purchase Agreement is hereby deleted and replaced as
      follows:

            


    

     

    
      	
              2.3

            	
              Buyer
      shall have the option to purchase up to sixty-four (64) Option EMBRAER 170
      Aircraft, in accordance with Article 23.”

            


    

     

    
      	2. 	Interior configuration
      changes:
	 	 
	
              2.1

            	
              Attachment
      A-2 (Delta 175) to the Purchase Agreement shall be changing by adding the
      following new equipment to all Delta E175
  Aircraft:

            


    

    


    
      	
              [*]

            	
              [*]

            


    

     

    
      	
              2.2

            	
              The
      Basic Price of the Delta E175 Aircraft shall be increased [*] due to the new
      equipment specified in Section 2.1 above.

            
	 	 
	3.	Basic Price
      revision:


    

               

    
      	
              3.1

            	
              For
      the Aircraft to be delivered to Buyer after the date hereof, Article 3.1
      of the Purchase Agreement shall be 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  #1
      to #48 (EMBRAER 170) and #49 to #82 (EMBRAER 175) were already
      delivered.

            



      _____

      *
Confidential

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.

            	
              Option
      Aircraft:

            


    

    


    
      	
              4.1

            	
              [*].   [*]

            


    

     

    
    

    
      	
              4.2

            	
              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 64 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
      09

            	
              23

            	
              [*]

            	
              45

            	
              [*]

            
	
              2

            	
              [*]

            	
              24

            	
              [*]

            	
              46

            	
              [*]

            
	
              3

            	
              [*]

            	
              25

            	
              [*]

            	
              47

            	
              [*]

            
	
              4

            	
              [*]

            	
              26

            	
              [*]

            	
              48

            	
              [*]

            
	
              5

            	
              [*]

            	
              27

            	
              [*]

            	
              49

            	
              [*]

            
	
              6

            	
              [*]

            	
              28

            	
              [*]

            	
              50

            	
              [*]

            
	
              7

            	
              [*]

            	
              29

            	
              [*]

            	
              51

            	
              [*]

            
	
              8

            	
              [*]

            	
              30

            	
              [*]

            	
              52

            	
              [*]

            
	
              9

            	
              [*]

            	
              31

            	
              [*]

            	
              53

            	
              [*]

            
	
              10

            	
              [*]

            	
              32

            	
              [*]

            	
              54

            	
              [*]

            
	
              11

            	
              [*]

            	
              33

            	
              [*]

            	
              55

            	
              [*]

            
	
              12

            	
              [*]

            	
              34

            	
              [*]

            	
              56

            	
              [*]

            
	
              13

            	
              [*]

            	
              35

            	
              [*]

            	
              57

            	
              [*]

            
	
              14

            	
              [*]

            	
              36

            	
              [*]

            	
              58

            	
              [*]

            
	
              15

            	
              [*]

            	
              37

            	
              [*]

            	
              59

            	
              [*]

            
	
              16

            	
              [*]

            	
              38

            	
              [*]

            	
              60

            	
              [*]

            
	
              17

            	
              [*]

            	
              39

            	
              [*]

            	
              61

            	
              [*]

            
	
              18

            	
              [*]

            	
              40

            	
              [*]

            	
              62

            	
              [*]

            
	
              19

            	
              [*]

            	
              41

            	
              [*]

            	
              63

            	
              [*]

            
	
              20

            	
              [*]

            	
              42

            	
              [*]

            	
              64

            	
              Apr
      15”

            
	
              21

            	
              [*]

            	
              43

            	
              [*]

            	 
      	 
      
	
              22

            	
              [*]

            	
              44

            	
              [*]

            	 
      	 
      


    

     

     

    
      	
              4.3

            	
              [*]

            


    

     

    
      	
              4.4

            	
              [*]

            


    

     

    


    
      	
              5.

            	
              Miscellaneous: All other
      provisions of the Agreement which have not been specifically amended or
      modified by this Amendment No. 21 shall remain valid in full force and
      effect without any change.

            


    

    


    _____

    *
Confidential


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


        
           

          CONFIDENTIAL

        

      

    


     

     

     

    
 

    


    IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 21 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 Bedford

              	 
	
                Name:
      Mauro Kern Junior

              	 	 	
                Name 

              	 
	
                Title:
      Executive Vice President Airline Market 

              	 	 	
                Title

              	 


      

    

     

     

    
      
        	 	 	 	 	 
	
                /s/
      José
      Luis D. Molina

              	 	 	
                Date:

              	 
	
                Name:
      José
      Luis D. Molina

              	 	 	
                Place:

              	 
	
                Title:
      Vice President Contracts Airline Market

              	 	 	
                 

              	 
	 	 	 	 	 
	Date:	 	 	 	 
	Place:	 	 	 	 


      

    

    
 

    
      
        	 	 	 	 	 
	
                Witness:
      /s/ Carlos Martins Dutra

              	 	 	
                /s/
      Lars Erik-Arnell

              	 
	
                Name:
      Carlos Martins Dutra

              	 	 	
                Name