Amendment No. 10 to the Letter Agreement


     

     

    
      	
              EXHIBIT
                10.40(j)

            
	
              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. 10 TO LETTER AGREEMENT DCT-015/2004

      


      


      This
        Amendment No. 10 to Letter Agreement DCT-015/2004, dated as of November 14,
        2006
        (“Amendment No. 10”) 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. 10
        is between Embraer and Buyer, collectively referred to herein as the
“Parties”.

      


      This
        Amendment No. 10 sets forth additional agreements between Embraer and Buyer
        related to the additional sale of eight (8) Firm EMBRAER 175 Aircraft and
        related changes to this deal (the “Additional Order”).

       

      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. 10
        that
        are not defined herein shall have the meaning given in the Letter Agreement.
        In
        the event of any conflict between this Amendment No. 10 and the Letter Agreement
        the terms, conditions and provisions of this Amendment No. 10 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 *** of ***.  This
        credit shall be made available to Buyer upon ***.  If for any reason ***,
        then *** Buyer 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.
        Special *** Condition: Articles
        8.1 and 8.2 of the Letter Agreement shall be deleted and replaced by the
        following:

       

      
        	
                 “8.1

              	Notwithstanding any provisions to
                the
                contrary contained in this Purchase Agreement including but not limited
                to
                Article *** of the Purchase Agreement, the ***, Buyer shall *** shall
                be
                *** 
	 	 
	 	  ***.
	
                 
8.2
                  

              	If at any time Embraer shall ***,
                Embraer
                shall ***.”


      

      .
        

      4.
        *** 

       

      5.
        *** 

      


      6.
        ***
        

       

      7.
        Schedule 5:
        Embraer
        shall ***, and each *** shall ***

       

      8.
        ***: If
        ***,
        Embraer’s *** shall be ***.

       

      9.
        Code Share Agreements: Notwithstanding
        the ***, Buyer shall ***. Buyer may ***.

       

      All
        other
        provisions of the Letter Agreement which have not been specifically amended
        or
        modified by this Amendment No. 10 shall remain valid in full force and effect
        without any change.

      ____________

      ***Confidential

      (Signature
        page follows)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
        entered into and executed this Amendment No. 10 to Letter Agreement to be
        effective as of the date first written above.

       

       

      
 

        	EMBRAER
                - Empresa Brasileira de Aeronáutica S.A.	 	 	Republic
                Airline Inc.
	 	 	 	 
	/s/ Frederico
                Fleury Curado	 	 	/s/ Bryan
                Bedford
	
                

              	 	 	
                

              
	
                Name:
                  Frederico Fleury Curado
Title: Executive Vice President Airline
                  Market

              	 	 	Name:
                Bryan
                Bedford
Title: President
	 	 	 	 
	 	 	 	Date:
                November 14, 2006
	 	 	 	Place:
                Indianapolis


        
          	 	 	 	 
	/s/ Jose
                  Luis
                  D. Molina	 	 	 
	
                  

                	 	 	
                
	Name:
                  Jose Luis D.
                  Molina
Title: Director of Contracts - Airline Market
	 	 	 
	Date:
                  November 14, 2006	 	 	
                
	Place:
                  Sao Jose Dos Campos, SP, Brazil	 	 	 


        

        
 

         

        
          	Witnesses:	 	 	 
	 	 	 	 
	Witness:
                  Carlos Martins Dutra	 	 	Witness:
                  Lars-Erik Arnell
	Name:
                  Carlos Martins Dutra	 	 	Name:
                  Lars-Erik Arnell