ex10-40.htm


    
      

      

    



    
      	
              EXHIBIT
                10.40(k)

            
	
              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. 11 TO LETTER AGREEMENT DCT-015/2004

    


    


    This
      Amendment No. 11 to Letter Agreement DCT-015/2004, dated as of May 29, 2007
      (“Amendment No. 11”) 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. 11 is between Embraer and Buyer, collectively referred to herein
      as the “Parties”.

    


    This
      Amendment No. 11 sets forth additional agreements between Embraer and Buyer
      related to the ***.

     

    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. 11
      that
      are not defined herein shall have the meaning given in the Letter Agreement.
      In
      the event of any conflict between this Amendment No. 11 and the Letter Agreement
      the terms, conditions and provisions of this Amendment No. 11 shall
      control.

    


     

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

    


    


    
      	
              1.  

            	
              ***
                EMBRAER 170 ***

            


    

    


    
      	
               

            	
              1.1
                Embraer shall provide, or cause to be provided, to Buyer ***.
Such
                ***
                shall ***.

            


    

    


    
      	
               

            	
              1.2
                Embraer shall provide, or cause to be provided, to Buyer ***.
Such
                ***
                shall ***.

            


    

     

    
      	
               

            	
              1.3
                Embraer shall provide, or cause to be provided, to Buyer ***. 

            


    

    


    
      	
               

            	
              1.4
                In order to *** Buyer *** and *** Buyer shall be ***; provided ***
                that
                this *** shall ***.

            


    

    


    
      	
               

            	
              1.5
                The *** mentioned above shall *** already delivered or operated which
                Buyer ***; provided that Buyer shall pay Embraer the price for
                ***.

            


    

     

    
      	
              2.  

            	
              Seat
                Covers

            


    

     

    
      	
                

            	
              2.1
                Buyer shall have the option to acquire from Embraer a new passenger
                seat
                covers ***.

            


    

     

    
      	
                

            	
              2.2
                *** Buyer ***, the total *** shall be added to *** if Buyer ***,
                provided
                that if Buyer does ***, Buyer shall ***. Embraer shall supply the
                relevant
                ***.

            


    

     

    


     

    All
      other
      provisions of the Letter Agreement which have not been specifically amended
      or
      modified by this Amendment No. 11 shall remain valid in full force and effect
      without any change.

     

    


    (Signature
      page follows)

    ____________

***Confidential

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                        
      

                  CONFIDENTIAL      
    

      

    


    IN
      WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
      entered into and executed this Amendment No. 11 to Letter Agreement to be
      effective as of the date first written above.

     

     

    
      	
              EMBRAER
                – Empresa Brasileira de Aeronáutica S.A.

            	 	 	
              Republic
                Airline Inc.

            	 
	 	 	 	 	 
	
              /s/
                Mauro Kern
                Junior

            	 	 	
              /s/
                Bryan K.
                Bedford

            	 
	
              Name:
                Mauro Kern
                Junior

            	 	 	
              Name 

            	 
	
              Title:
                Executive Vice President Airline Market

            	 	 	
              Title

            	 



      	 	 	 	 	 
	
              /s/
                José
                Luís
                D.
                Molina

            	 	 	
              Date:
                May 29,
                2007

            	 
	
              Name:
                José
                Luís
                D.
                Molina

            	 	 	
              Place:
                Indianapolis

            	 
	
              Title:
                Vice
                President Contracts Airline Market

            	 	 	
               

            	 


    

    


    
      	 	 	 	 	 
	
              Date:
                May 29, 2007

            	 	 	
               

            	 
	
              Place:
                S.J. Dos Campos, Brazil

            	 	 	
               

            	 
	
               

            	 	 	
               

            	 


    

    


    
      	 	 	 	 	 
	
              Witness:
                /s/ Carlos Martins Dutra

            	 	 	
              Witness:
                /s/ Lars-Erik Arnell

            	 
	
              Name:
                Carlos Martins Dutra

            	 	 	
              Name:
                Lars-Erik Arnell 

            	 
	
               

            	 	 	
               

            	 




                                                                                    

    


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

                

                    

                                    Annex
                1
                  
      
      


        

      



    


    
      	 	A)
              ***:


      	 	 


      	
               

            	
              A.1)
                Main configuration
                changes:

            


    

    


    
      	
               

            	
              ***

            


    

     

    
      	 	A.2)
              Applicability:


      	 	***.


      	 	 


      	
               

            	
              A.3)
                Documentation:

            


      	 	All
              applicable technical publications shall be updated to reflect
              ***.


    

     

    
      	
               

            	
              A.4)
                Parts:

            


    

    
      	
               

            	
              1)
                Kit of parts associated with this *** shall be provided
                ***

            


      	 	2)
              ***


      	 	 


      	 	B)
              ***


    

     

    
      	
               

            	
              B.1)
                Main configuration
                changes:

            


    

    


    
      	
               

            	
              ***

            


    

    


    
      	
               

            	
              B.2)
                Documentation:

            


    

    


    
      	
               

            	
              1)
                *** for the *** shall be provide
                ***.

            


    

    
      	
                    

            	
              2)
                ***.

            


    

     

    
      	
               

            	
              B.3)
                Kit of parts:

            


    

    


    
      	
               

            	
              1)
                Kit of parts associated with this *** shall be
                ***

            


      	 	2)
              ***


    

     

    
      	
               

            	
              B.4)
                Lead time and labor for ***:

            


      	 	 


      	 	1)
              Lead time: Parts availablity and *** within
              ***.


      	 	2)
              Labor
              associated with *** shall be *** or *** authorized MRO
              ***.


      	 	3)
              Time
              for *** shall be *** between Republic and
              Embraer.


      	 	 


      	 	***


    

    

 

    ____________

***Confidential