Exhibit 10.40 (g) Amendment 7 to Letter Agreement DCT-015/2004


     

    
      	
               EXHIBIT
                10.40 (g)

            
	
               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. 7 TO LETTER AGREEMENT DCT-015/2004

    


    This
      Amendment No. 7 to Letter Agreement DCT-015/2004, dated as of November 9, 2005
      (“Amendment No. 7”) 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. 7
      is between Embraer and Buyer, collectively referred to herein as the
“Parties”.

     

    This
      Amendment No. 7 sets forth additional agreements between Embraer and Buyer
      relative to exercise of 4 Conditional Aircraft into 4 Firm Aircraft (as per
      Amendment No. 14 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. 7 that
      are not defined herein shall have the meaning given in the Letter Agreement.
      In
      the event of any conflict between this Amendment No. 7 and the Letter Agreement
      the terms, conditions and provisions of this Amendment No. 7 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.
      Miscellaneous

     

    All
      other
      provisions of the Letter Agreement which have not been specifically amended
      or
      modified by this Amendment No. 7 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. 7 to Letter Agreement to be
      effective as of the date first written above.


     

    


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

            	 	 	
              

            
	Name:
Title:
	 	 	Name:
              Bryan Bedford
Title: President



      	 	 	 	 
	 	 	 	 
	
            	 	 	
            
	Date:
Place:	 	 	Date:
              November 9,
              2005
Place: Indianapolis
	 	 	 	 
	Witness:
              /s/ Fernando Bueno	 	 	Witness:
              /s/ Lars-Erik Arnell
	Name:
              Fernanco Bueno	 	 	Name:
              Lars-Erik Arnell