exhibit10_39w.htm


    
      	
              EXHIBIT
      10.39(W)

            
	
              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. 23 TO PURCHASE AGREEMENT DCT-014/2004

    


    


    This
Amendment No. 23 to Purchase Agreement DCT-014/2004, dated as of
November  10, 2008 (“Amendment No. 23”) 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. 23 is between Embraer and Buyer,
collectively referred to herein as the “Parties”.

    


    This
Amendment No. 23 sets forth additional agreements between Embraer and
Buyer  [*] Option Aircraft.

    


    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. 23,
which are not defined herein shall have the meaning given in the Purchase
Agreement. In the event of any conflict between this Amendment No. 23 and the
Purchase Agreement the terms, conditions and provisions of this Amendment No. 23
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 2.3 of
      the Purchase Agreement is hereby deleted and replaced as
      follows:

            
	 	 
	 	
              “2.3
      Buyer shall have the option to purchase up to [*] Option EMBRAER 170
      Aircraft, in accordance with Article 23.”

            
	 	 
	2.	Option
    Aircraft:
	 	 
	2.1	Buyer [*] on [*].
      Embraer has [*] pursuant to [*].
	 	 
	2.2	Buyer [*] on
      [*].  Within two (2) Business Days after [*] shall [*]pursuant
      to [*].
	 	 
	2.3	
              The
      first and second sentence of Article 23.6 shall be deleted and replaced by
      the following:

            
	 	 
	 	"23.6  
      FAILURE TO CONFIRM: RETURN OF DEPOSIT: [*]"
	 	 
	3.	Miscellaneous: All other provisions of
      the Agreement which have not been specifically amended or modified by this
      Amendmant No. 23 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. 23 to Purchase Agreement to be
effective as of the date first written above.

     

     

     

     

     

    
      	 EMBRAER
      – Empresa Brasileira de Aeronáutica S.A.	 	 	Republic
      Airline Inc.	 
	 	 	 	 	 
	
              By:
      /s/ Mauro Kern Junior

            	 	 	
              By:
      /s/ Bryan Bedford

            	 
	
              Name:
      Mauro Kern Junior

            	 	 	
              Name: Bryan
      Bedford

            	 
	
              Title: Executive
      Vice President Airline Market

            	 	 	
              Title:
      President, CEO

            	 


    

     

     

    
      
        	 	 	 	 	 
	
                By:
      /s/ José Luis D.
      Molina

              	 	 	
                 

              	 
	
                Name:
      José
      Luis D. Molina

              	 	 	
                Date:
      Nov. 10, 2008

              	 
	
                Title:
      Vice President Contracts Airline Market

              	 	 	
                Place:
      Indianapolis

              	 
	 	 	 	 	 
	 	 	 	 	 
	Date:
      November 11, 2008	 	 	 	 
	Place:
      São
      José
      Dos Campos, Brazil	 	 	 	 


      

    

     

    
      
        	 	 	 	 	 
	
                Witness:
      /s/ Carlos Martins Dutras

              	 	 	
                Witness:
      /s/ Lars-Erik Arnell

              	 
	
                Name:
      Carlos Martins Dutras

              	 	 	
                Name:
      Lars-Erik Arnell