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This Amendment No. 5 to Purchase Agreement DCT-014/2004, dated as of September 29, 2004 (“Amendment No. 5”) 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. 5 is between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No. 5 sets forth additional agreements between Embraer and Buyer relative to the confirmation and anticipation of one (1) Conditional 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. 5, which are not defined herein shall have the meaning given in the Purchase Agreement. In the event of any conflict between this Amendment No. 5 and the Purchase Agreement the terms, conditions and provisions of this Amendment No. 5 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:

 

 

“Subject to the terms and conditions of this Agreement:

 

2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of thirteen (13) Aircraft and ten (10) Confirmed Conditional 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 two (2) Conditional Aircraft, in accordance with Article 22; and

 

2.4    Buyer shall have the option to purchase up to twenty-five (25) Option Aircraft, in accordance with Article 23.”

 

 

 

 

“Subject to confirmation by Buyer as described below, Buyer shall have the right to purchase up to two (2) 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:

 

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 of [*]”

The second paragraph of Article 22.1 shall remain unchanged.

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IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and executed this Amendment No. 5 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/ Antonio Luiz Pizarro Manso Name:  Antonio Luiz Pizarro Manso Title:  Executive Vice-President Corporate & CFO	By   /s/ Bryan Bedford Name:  Bryan Bedford Title: President & CEO
By  /s/ Jose Luis Molina Name:  Jose Luis Molina Title:   Director of Contracts Airline Market	Date:  September 29, 2004 Place:  Indianapolis
Date:  September 29, 2004 Place:  Sao Jose dos Campos, Brazil

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

Name: Fernando Bueno                                 Name: Lars-Erik Arnell

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