Amendment No. 9 to Letter Agreement DCT-015/2004 dated September 19, 2006


    
      	
              EXHIBIT
                10.40(i)

            
	
              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. 9 TO LETTER AGREEMENT DCT-015/2004

     

    


    This
      Amendment No. 9 to Letter Agreement DCT-015/2004, dated as of September 19,
      2006
      (“Amendment No. 9”) 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. 9
      is between Embraer and Buyer, collectively referred to herein as the
“Parties”.

    


    This
      Amendment No. 9 sets forth additional agreements between Embraer and Buyer
      related to the *** Firm EMBRAER 170 and 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. 9 that
      are not defined herein shall have the meaning given in the Letter Agreement.
      In
      the event of any conflict between this Amendment No. 9 and the Letter Agreement
      the terms, conditions and provisions of this Amendment No. 9 shall control.
      


     

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

    


    1.
      Schedule “5” - Mutual Support-Second Amended and
      Restated


    


    The
      ***
      paragraph of the “***” section of Schedule 5 to the Letter Agreement is hereby
      amended by ***.

     

     2.
      Miscellaneous

     

    All
      other
      provisions of the Letter Agreement which have not been specifically amended
      or
      modified by this Amendment No. 9 shall remain valid in full force and effect
      without any change.

    


    (Signature
      page follows)

    ____________

    ***Confidential


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
      entered into and executed this Amendment No. 9 to Letter Agreement to be
      effective as of the date first written above.

    


     

    
      	EMBRAER
              - Empresa Brasileira de Aeronáutica S.A.	 	 	Republic
              Airline Inc.
	 	 	 	 
	/s/ Satoshi
              Yokota	 	 	/s/ Bryan
              Bedford
	
              

            	 	 	
              

            
	
              Name:
                Satoshi Yokota
Title: Executive Vice President Engineering and
                Development

            	 	 	Name:
              Bryan
              Bedford
Title: President
	 	 	 	 
	 	 	 	Date:
              September 20, 2006
	 	 	 	Place:
              Indianapolis


    

    
      	 	 	 	 
	/s/ Jose
              Luis
              D. Molina	 	 	 
	
              

            	 	 	
            
	Name:
              Jose Luis D.
              Molina
Title: Director of Contracts - Airline Market
	 	 	 
	Date:
              September 20, 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