Exhibit 10.40 (f) Amendment 6 to Letter Agreement DCT-015/2004


     

    
      	
              EXHIBIT
                10.40 (f)

            
	
              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.
	 
	
               CONFIDENTIAL

            


    

     

    AMENDMENT
      No. 6 TO LETTER AGREEMENT DCT-015/2004

    


    This
      Amendment No. 6 to Letter Agreement DCT-015/2004, dated as of October 18, 2005
      (“Amendment No. 6”) 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. 6
      is between Embraer and Buyer, collectively referred to herein as the
“Parties”.

     

    This
      Amendment No. 6 sets forth additional agreements between Embraer and Buyer
      relative to exercise of 5 Conditional Aircraft into 5 Firm Aircraft (as per
      Amendment No. 13 to the Purchase Agreement dated as of the date hereof), and
      [*].

     

    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. 6 that
      are not defined herein shall have the meaning given in the Letter Agreement.
      In
      the event of any conflict between this Amendment No. 6 and the Letter Agreement
      the terms, conditions and provisions of this Amendment No. 6 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 spart parts (except for engines,
      engine related parts and APU), ground support equipment and test equipment
      credit of [*]. This [*] credit shall be made available to Buyer upon [*]. If
      for
      any reason [*], then [*] Buyer shall [*]. The [*] credit with respect to an
      Aircraft shall only be made available to Buyer in the event there is [*]. 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 

    


        2.1
      [*]

    


    3.
      [*]

     

        3.1 [*]

     

        3.2
      [*]

    


    4.
      Schedule 5

     

        4.1
      Schedule
      5 to the Letter Agreement is amended to [*]

     

        4.2
      Schedule
      5 to the Letter Agreement is amended to [*] and to [*]

     

        4.3
      [*] of
      Schedule 5 to the Letter Agreement is amended by [*]

    


    5.
      [*]
      Aircraft

     

    For
      all
      purposes of the Purchase Agreement and the Letter Agreement (and the exhibits,
      schedules and attachments to either of the foregoing), the term [*] shall mean
      [*]

    


    6.
      [*]

    


    [*].

     

    7.
      Miscellaneous

     

    All
      other
      provisions of the Letter Agreement which have not been specifically amended
      or
      modified by this Amendment No. 6 shall remain valid in full force and effect
      without any change.

    _____

    *Confidential


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

         

         

        CONFIDENTIAL

        


      

    

     

    IN
      WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
      entered into and executed this Amendment No. 6 to Letter Agreement to be
      effective as of the date first written above.

     

     

     

    
      	EMBRAER
              - Empresa Brasileira de Aeronáutica S.A.	 	 	REPUBLIC
              AIRLINE INC.
	 	 	 	 
	/s/ Horacio
              Aragones Forjaz	 	 	/s/ Bryan
              Bedford
	
              

            	 	 	
              

            
	Name:
              Horacio Aragones Forjaz
Title: Executive Vice President
              Corporate Communication
	 	 	Name:
              Bryan Bedford
Title:
              President



    

     

    
      	 	 	 	 
	/s/ Jose
              Luis
              D. Molina	 	 	 
	
              

            	 	 	
            
	Name:
Jose
              Luis
              D. Molina
Title: Director of Contracts - Airline
              Market
	 	 	

	Date:
              October 18, 2005	 	 	Date:
              October 18, 2005
	Place:
              San Jose Dos Campos, S.P.	 	 	Place:
              Indianapolis, IN
	 	 	 	 
	Witness:
              /s/ Fernando Bueno	 	 	Witness
              /s/ Lars-Erik Arnell
	Name:
              Fernando Bueno	 	 	 Name:
              Lars-Erik Arnell