Exhibit 10.39 (m) Amendment 13 to Purchase Agreement DCT-014/2004


    


    
      	
               EXHIBIT
                10.39 (m)

            
	
               CONFIDENTIAL
                TREATMENT

            
	
               REQUESTED
                PURSUANT TO RULE 24b-2

            
	 
	Certain
              portions of this exhibit have been omitted pursuant to a gequest for
              confidential treatment under Rule 24b-2 of the Securities Exchange
              Act ot
              1934. The omitted materials have been filed separately with the Securities
              and Exchange Commission.


    

     

    CONFIDENTIAL

     

    AMENDMENT
      No. 13 TO PURCHASE AGREEMENT DCT-014/2004

    


    


    This
      Amendment No. 13 to Purchase Agreement DCT-014/2004, dated as of October 18,
      2005 (“Amendment No. 13”) 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. 13 is between Embraer and Buyer, collectively referred to herein
      as the “Parties”.

    


    This
      Amendment No. 13 sets forth additional agreements between Embraer and Buyer
      relative to the confirmation of 5 Conditional Aircraft to 5 Firm Aircraft and
      changes on the Firm and Conditional 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.
      13,
      which are not defined herein shall have the meaning given in the Purchase
      Agreement. In the event of any conflict between this Amendment No. 13 and the
      Purchase Agreement the terms, conditions and provisions of this Amendment No.
      13
      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.
                	
              Subject:
                Article
                2 of the Purchase Agreement shall be 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-four (44) Aircraft [*];
	 
	2.2 Embraer
              shall provide to Buyer the Services and the Technical
              Publications;
	 
	2.3 Buyer shall have the right to purchase
              up to sixteen (16) Conditional Aircraft, in accordance with Article
              22;
              and
	 
	
              2.4
                Buyer shall have the option to purchase up to
                forty (40) Option Aircraft, in accordance with Article
                23."

            


    

      

      
      

    
      	2.
                	
              Firm
                Aircraft:

            


    

     

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    CONFIDENTIAL

     

    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

            	
              [*]

            	
              23

            	
              [*]

            	
              [*]

            
	
              2

            	
              [*]

            	
              [*]

            	
              24

            	
              [*]

            	
              [*]

            
	
              3

            	
              [*]

            	
              [*]

            	
              25

            	
              [*]

            	
              [*]

            
	
              4

            	
              [*]

            	
              [*]

            	
              26

            	
              [*]

            	
              [*]

            
	
              5

            	
              [*]

            	
              [*]

            	
              27

            	
              [*]

            	
              [*]

            
	
              6

            	
              [*]

            	
              [*]

            	
              28

            	
              [*]

            	
              [*]

            
	
              7

            	
              [*]

            	
              [*]

            	
              29

            	
              [*]

            	
              [*]

            
	
              8

            	
              [*]

            	
              [*]

            	
              30

            	
              [*]

            	
              [*]

            
	
              9

            	
              [*]

            	
              [*]

            	
              31

            	
              [*]

            	
              [*]

            
	
              10

            	
              [*]

            	
              [*]

            	
              32

            	
              [*]

            	
              [*]

            
	
              11

            	
              [*]

            	
              [*]

            	
              33

            	
              [*]

            	
              [*]

            
	
              12

            	
              [*]

            	
              [*]

            	
              34

            	
              [*]

            	
              [*]

            
	
              13

            	
              [*]

            	
              [*]

            	
              35

            	
              [*]

            	
              [*]

            
	
              14

            	
              [*]

            	
              [*]

            	
              36

            	
              [*]

            	
              [*]

            
	
              15

            	
              [*]

            	
              [*]

            	
              37

            	
              [*]

            	
              [*]

            
	
              16

            	
              [*]

            	
              [*]

            	
              38

            	
              [*]

            	
              [*]

            
	
              17

            	
              [*]

            	
              [*]

            	
              39

            	
              [*]

            	
              [*]

            
	
              18

            	
              [*]

            	
              [*]

            	
              40

            	
              [*]

            	
              [*]

            
	
              19

            	
              [*]

            	
              [*]

            	
              41

            	
              [*]

            	
              [*]

            
	
              20

            	
              [*]

            	
              [*]

            	
              42

            	
              [*]

            	
              [*]

            
	
              21

            	
              [*]

            	
              [*]

            	
              43

            	
              [*]

            	
              [*]

            
	
              22

            	
              [*]

            	
              [*]

            	
              44

            	
              [*]

            	
              [*]

            


    

    [*]

     

    3.
      Assignment: In
      [*] of
      Article 14.2 [*].

    


    4.
      Conditional Aircraft: 

     

    4.1
      The
      opening paragraph of Article 22, the delivery schedule table and the first
      paragraph of Article 22.1 of
      the
      Purchase Agreement shall be deleted and replaced by the following:

     

    "Subject
      to confirmation by Buyer as described below, Buyer shall have the right to
      purchase up to sixteen (16) additional Aircraft (the "Conditional 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:


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    CONFIDENTIAL

     

     

    
      	
               

              Conditional
                A/C

               

            	
               

              Delivery
                Month

               

            	
               

              Conditional
                A/C

               

            	
               

              Delivery
                Month

               

            
	
              1

            	
              Oct
                2006

            	
              9

            	
              [*]

            
	
              2

            	
              [*]

            	
              10

            	
              [*]

            
	
              3

            	
              [*]

            	
              11

            	
              [*]

            
	
              4

            	
              [*]

            	
              12

            	
              [*]

            
	
              5

            	
              [*]

            	
              13

            	
              [*]

            
	
              6

            	
              [*]

            	
              14

            	
              [*]

            
	
              7

            	
              [*]

            	
              15

            	
              [*]

            
	
              8

            	
              [*]

            	
              16

            	
              Mar
                2007

            


    

    

22.1 Buyer's
      right to purchase [*] shall be subject to Buyer giving notice to Embraer of
      its
      election to purchase [*] on or before [*]. Buyer shall be allowed to confirm
      the
      acquisition of all or part [*].”

    


    4.2.
      The
      second paragraph of Article 22.1 shall remain unchanged.

    


    5.
      Miscellaneous: All
      other
      provisions of the Agreement which have not been specifically amended or modified
      by this Amendment No. 13 shall remain valid in full force and effect without
      any
      change.

     

     

    
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      Confidential


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONFIDENTIAL

     

    IN
      WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
      entered into and executed this Amendment No. 13 to Purchase Agreement to be
      effective as of the date first written above.

     

     

    
      	 EMBRAER
              - Empresa Brasileira de Aeronáutica S.A.	REPUBLIC
              AIRLINE INC.
	 	 
	/s/ Horacio
              Aragones Forjaz	/s/ Bryan
              Bedford
	
              

            	
              

            
	Name:
              Horacio
              Aragones Forjaz
Title: Executive Vice President Corporate
              Communication
	
              Name:
                Bryan Bedford
Title: President

               

            


    

     

    
      	 	 
	/s/ Jose
              Luis
              D. Molina	
            
	
              

            	
            
	Name:
              Jose Luis D.
              Molina
Title: Director of Contracts - Airline Market
	
               

            


    

     

     

    
      
        	Date: October 20, 2005	Date: October 20, 2005
	Place: San Jose Dos Campos, S.P.	
                Place: Indianapolis

              
	 	 
	Witness: /s/
                Fernando Bueno	Witness:
                /s/
                Lars-Erik Arnell
	Name: Fernando
                Bueno	Name:
                Lars-Erik
                Arnell