exhibit10_39v.htm


    
       EXHIBIT
10.39(v)

      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. 22 TO PURCHASE AGREEMENT DCT-014/2004

    


    


    This
Amendment No. 22 to Purchase Agreement DCT-014/2004, dated as of September
5th,
2008 (“Amendment No. 22”) relates to the Purchase Agreement DCT-014/2004 (the
“Purchase Agreement”) between Embraer - Empresa  de Brasileira
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. 22 is between Embraer and Buyer, collectively
referred to herein as the “Parties”.

    


    This
Amendment No. 22 sets forth additional agreements between Embraer and Buyer
relative to change in the escalation indices.

    


    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. 22,
which are not defined herein, shall have the meaning given in the Purchase
Agreement. In the event of any conflict between this Amendment No. 22 and the
Purchase Agreement the terms, conditions and provisions of this Amendment No. 22
shall control.

    


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

     

    
    

     

    
      	

              1.
      Changes in the Escalation Formula

            


    

     

    Due to
the fact that the [*]
Indices [*] are
no longer published [*]
the Purchase Price for all Aircraft shall be calculated as described
below.

    


    
      	
               
      

            	
              [*]

            


    

    


    
      	
               
      

            	
              [*]

            


    

    


    
      	
               
      

            	
              [*]

            


    

    


    
      	
               
      

            	
              [*]

            


    

    
    

    
    

     

    
      	

              2. Miscellaneous: All
      other provisions of the Agreement which have not been specifically amended
      or modified by this Amendment No. 22 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. 22 to Purchase Agreement to be
effective as of the date first written above.

     

     

     

    
      	

              EMBRAER
      – Empresa Brasileira de Aeronáutica S.A.

            	 	 	

              Republic
      Airline Inc.

            	 
	 	 	 	 	 
	
              /s/
      Antonio Luiz Pizarro Manso

            	 	 	
              /s/
      Bryan Bedford

            	 
	
              Name:
      Antonio Luiz Pizarro Manso

            	 	 	
              Name:  

            	 
	
              Title:
      Executive Vice-President Finance & CFO 

            	 	 	
              Title:
      

            	 



      
        
          	 	 	 	 	 
	
                  /s/
      José Luís D. Molina

                	 	 	
                  Date:
      September 5, 2008

                	 
	
                  Name:
      José Luís D. Molina

                	 	 	
                  Place:
      Indianapolis, Indiana

                	 
	
                  Title:
      Vice President Contracts Airline Market 

                	 	 	
                   

                	 
	 	 	 	 	 
	Date:
      September 8th, 2008	 	 	 	 
	Place:
      São José Dos Campos, SP, Brazil	 	 	 	 
	 	 	 	 	 
	Witness:
      /s/ Carlos Martins
      Dutra 	 	 	Witness:
      /s/ Lars-Erik Arnell	 
	Name:
      Carlos Martins Dutra	 	 	Name:
      Lars-Erik Arnell


        

      

    

     

     

    
 


    
      
        
          
             

          

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	ATTACHMENT
      "D1" - ESCALATION FORMULA


    

     

     

     

    [*]

     

     

     

     

    *Confidential