Letter Agreement

AMENDMENT No. 13 TO LETTER AGREEMENT DCT-015/2004

 
Exhibit 10.40(m)
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 24b-2
Execution Version

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. 13 TO LETTER AGREEMENT DCT-015/2004


This Amendment No. 13 to Letter Agreement DCT-015/2004, dated as of October 18, 2007 (“Amendment No. 13”) relates to the Letter Agreement DCT-015/2004 (the “Letter Agreement”) between Embraer - Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and Republic Airline Inc. (“Buyer”) dated March 19, 2004 and which concerns the Purchase Agreement DCT-014/2004 (the “Purchase Agreement”), 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 related to the confirmation of 11 Option EMBRAER 170 Aircraft into 11 Firm EMBRAER 175 Aircraft.
 
Except as otherwise provided for herein all terms of the Letter Agreement shall remain in full force and effect. All capitalized terms used in this Amendment No. 13 that are not defined herein shall have the meaning given in the Letter Agreement. In the event of any conflict between this Amendment No. 13 and the Letter Agreement the terms, conditions and provisions of this Amendment No. 13 shall control.

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

1.  
Spare Parts Credit:

 
1.1 Article 1(ii) of the Letter Agreement shall be deleted and replaced by the following:

 
“(ii) Spare Parts Credit:  Embraer will provide a spare parts (except for engines, engine related parts and APU), ground support equipment, test equipment credit and special services of ***.  This credit shall be made available to Buyer upon ***.  If for any reason *** then *** Buyer shall ***. *** shall only be made available to Buyer in the event there is no outstanding balance due from Buyer to Embraer related to the purchase of such Aircraft.  If *** credit is not so made available to Buyer because ***, such credit shall be made available at such time thereafter ***.  Any portion of such credit which remains unused *** shall be deemed to have been waived by Buyer, and no further compensation shall be due from Embraer to Buyer for such *** credit(s).  Such credit(s) shall be applied ***.
 
 
2.
Aircraft Purchase Price
 
 
2.1 Article 2.4 of the Letter Agreement *** for ***.
 
 
3.
***EMBRAER 170 ***

 
3.1 Embraer shall provide to Buyer ***. Such *** shall ***.

 
3.2 Embraer shall provide to Buyer ***.

 
3.3 The *** mentioned above shall ***.
 
 
 
____________
***Confidential


4.
***EMBRAER 170/175 ***
 

 
4.1 ***
 
 
 
***Embraer shall provide to Buyer ***. Such *** shall ***.

 
***Embraer shall provide to Buyer ***. ***Such *** shall ***.

 
4.2 ***

 
 Pursuant to *** are to be ***. Upon Buyer’s request, Embraer shall provide to Buyer ***. Such *** shall ***.

 
***Should the ***, Embraer shall ***.
 
  ***
   
5.
***
 
6.
***EMBRAER 175 ***
 
 
6.1 Each of *** shall ***.
 
 
6.2 The ***shall be provided ***.
 
7.
***
   
8.
***

 
All other provisions of the Letter 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.

(Remainder of page intentionally left in blank)
__________
*Confidential

      
        
      
        CONFIDENTIAL      
    


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

EMBRAER – Empresa Brasileira de Aeronáutica S.A.
    Republic Airline Inc.  
         
By /s/ Falvio Rimoli
   
/s/ Bryan Bedford
 
Name: Flavio Rimoli
   
Name: Bryan Bedford
 
Title: Executive Vice President & General Counsel 
   
Title: President
 
         
By /s/ José Luis D. Molina
   
 
 
Name: José Luis D. Molina
   
 
 
Title: Vice President Contracts Airline Market
   
 
 
 
         
Date: October 18, 2007
   
Date: October 18, 2007
 
Place: San José Dos Campos, S.P.
   
Place: Indianapolis, IN
 
 
     
 
         
Witness:  Fernando Bueno
   
Witness:Lars - Erik Arnell
 
Name: Fernando Bueno
   
Name: Lars - Erik Arnell