Exhibit 10.39 (l) Amendment 12 to Purchase Agreement DCT-014/2004


    


    
      	
               EXHIBIT
                10.39 (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.
	 
	
               CONFIDENTIAL

            
	 


    

    AMENDMENT
      No. 12 TO PURCHASE AGREEMENT DCT-014/2004

    


    


    This
      Amendment No. 12 to Purchase Agreement DCT-014/2004, dated as of October 7,
      2005
      (“Amendment No. 12”) 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. 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
      relative to Aircraft Basic Price increase due to inclusion of the new
      thermal/acoustic insulation materials
      and
      changes [*].

    


    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.
      12,
      which are not defined herein shall have the meaning given in the Purchase
      Agreement. In the event of any conflict between this Amendment No. 12 and the
      Purchase Agreement the terms, conditions and provisions of this Amendment No.
      12
      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.
      New Thermal/Acoustic Insulation Materials

    


    
      	1.1  	
              The
                Firm Aircraft number [*] and all subsequent Aircraft shall be delivered
                with new thermal/acoustic insulation materials. Such new materials
                shall
                meet the FAA Operational Requirements [*]. There [*]. The Basic Price
                for
                the affected Aircraft shall be [*]. 

            


    

    


    
      	1.2  	
              Article
                3.1 of the Purchase Agreement shall be deleted and replaced by the
                following:

            


    

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       CONFIDENTIAL

     

    “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:
      

     

    


    
      	
               

              Aircraft

            	
               

              Aircraft
                Basic Price

            	
               

              Economic
                Condition

            
	
               

              [*]

            	
               

              [*]

            	
               

              [*]

            
	
               

              [*]

            	
               

              [*]

            	
               

              [*]

            
	
               

              [*]

            	
               

              [*]

            	
               

              [*]

            
	 	 	 


    

     

    1.3
      Notwithstanding the above, Aircraft [*] were [*]. In order to [*], the [*].
      

    


    2.
      Firm Aircraft: 

     

    2.1
      Delivery: The table containing the delivery schedule in Article 5.1 of the
      Purchase Agreement shall be deleted in its entirely and replaced with the
      following :

    


    


    
      	
              “Firm
                A/C

            	
              Delivery
                Month

            	
              [*]

            	
              Firm
                A/C

            	
              Delivery
                Month

            	
              [*]

            
	
              1

            	
              Sep
                2004

            	
              [*]

            	
              20

            	
              [*]

            	
              [*]

            
	
              2

            	
              [*]

            	
              [*]

            	
              21

            	
              [*]

            	
              [*]

            
	
              3

            	
              [*]

            	
              [*]

            	
              22

            	
              [*]

            	
              [*]

            
	
              4

            	
              [*]

            	
              [*]

            	
              23

            	
              [*]

            	
              [*]

            
	
              5

            	
              [*]

            	
              [*]

            	
              24

            	
              [*]

            	
              [*]

            
	
              6

            	
              [*]

            	
              [*]

            	
              25

            	
              [*]

            	
              [*]

            
	
              7

            	
              [*]

            	
              [*]

            	
              26

            	
              [*]

            	
              [*]

            
	
              8

            	
              [*]

            	
              [*]

            	
              27

            	
              [*]

            	
              [*]

            
	
              9

            	
              [*]

            	
              [*]

            	
              28

            	
              [*]

            	
              [*]

            
	
              10

            	
              [*]

            	
              [*]

            	
              29

            	
              [*]

            	
              [*]

            
	
              11

            	
              [*]

            	
              [*]

            	
              30

            	
              [*]

            	
              [*]

            
	
              12

            	
              [*]

            	
              [*]

            	
              31

            	
              [*]

            	
              [*]

            
	
              13

            	
              [*]

            	
              [*]

            	
              32

            	
              [*]

            	
              [*]

            
	
              14

            	
              [*]

            	
              [*]

            	
              33

            	
              [*]

            	
              [*]

            
	
              15

            	
              [*]

            	
              [*]

            	
              34

            	
              [*]

            	
              [*]

            
	
              16

            	
              [*]

            	
              [*]

            	
              35

            	
              [*]

            	
              [*]

            
	
              17

            	
              [*]

            	
              [*]

            	
              36

            	
              [*]

            	
              [*]

            
	
              18

            	
              [*]

            	
              [*]

            	
              37

            	
              [*]

            	
              [*]

            
	
              19

            	
              [*]

            	
              [*]

            	
              38

            	
              [*]

            	
              [*]

            
	 	 	 	
              39

            	
              Feb
                2006

            	
              [*]

            


    

    


    [*]

    


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    CONFIDENTIAL

     

    3.
      Miscellaneous: All
      other
      provisions of the 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 Purchase Agreement to be
      effective as of the date first written above.

     

    


    
      	EMBRAER
              - Empresa Brasileira de Aeronáutica S.A.	 	 	REPUBLIC
              AIRLINE INC.
	 	 	 	 
	/s/
              Illegible 	 	 	/s/ Lars-Erik
              Arnell
	
              

            	 	 	
              

            
	Name:
Title:
	 	 	Name:
              Lars-Erik
              Arnell
Title: Vice President



      	 	 	 	 
	
            	 	 	
            
	Date:
              October 7,
              2005
Place: Sao Jose dos Campos, SP, Brazil	 	 	
              Date:
                October 7, 2005

              Place:
                Indianapolis, IN, USA

            
	 	 	 	 
	Witness:
              /s/ Fernando Bueno	 	 	Witness:
              /s/ Jeffrey B. Jones
	Name:
              /s/ Fernando Bueno	 	 	Name:
              Jeffrey B. Jones