Exhibit 10.1 Amendment #5 DCT-015/2004


                                                                                                                                                                                                                      
      Exhibit 10.1

                                                                                                                                                                          CONFIDENTIAL
      TREATMENT

                                                                                                                                                                            REQUEST
      PURSUANT TO RULE 24b-2

                                                                                                                                                                                             
      CONFIDENTIAL


    AMENDMENT
      No. 5 TO LETTER AGREEMENT DCT-015/2004

    


    This
      Amendment No. 5 to Letter Agreement DCT-015/2004, dated as of April 30, 2005
      (“Amendment No. 5”) 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. 5
      is between Embraer and Buyer, collectively referred to herein as the
“Parties”.

    


     

    This
      Amendment No. 5 sets forth additional agreements between Embraer and Buyer
      relative to 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. 5 that
      are not defined herein shall have the meaning given in the Letter Agreement.
      In
      the event of any conflict between this Amendment No. 5 and the Letter Agreement
      the terms, conditions and provisions of this Amendment No. 5 shall control.
      

    


     

    WHEREAS,
      in
      connection with the Parties’ agreements with respect to certification and Mutual
      Support, the Parties have now agreed to amend the Letter Agreement as provided
      for below:

     

    


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

     

    


     

    
      	1.  	
              Aircraft
                [*]

            


    

     

    1.1 For
      purposes of Schedule 5, the Aircraft [*]
      shall
[*]

    


    


     

    
      	2.  	
              Miscellaneous

            


    

     

    All
      other
      provisions of the Letter Agreement which have not been specifically amended
      or
      modified by this Amendment No. 5 shall remain valid in full force and effect
      without any change.

    


    


    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

        

      

    


    


    IN
      WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
      entered into and executed this Amendment No. 5 to Letter Agreement to be
      effective as of the date first written above.

    


    


    
      	
              EMBRAER
                - Empresa Brasileira de Aeronáutica S.A.

            	
              Republic
                Airline Inc. 

            
	
               

              By /s/
                Antonio Luiz Pizarro Manso

              Name: Antonio
                Luiz Pizarro Manso

              Title: Executive
                Vice-President Corporate & CFO

               

            	
               

              By /s/
                Bryan Bedford

              Name: Bryan
                Bedford

              Title:
                President

               

            
	
               

              By /s/
                Flavio Rimoli

              Name: Flavio
                Rimoli

              Title: Senior
                Vice President and General Counsel

            	
               

              Date: April
                30, 2005

              Place: Indianapolis

               

               

            
	
               

              Date: April
                30, 2005

              Place: Sao
                Jose dos Campos, SP, Brazil

               

            	 


    

    


    


    Witness:
      /s/
      Carlos Martins Dutra                                 Witness:
      /s/
      Lars-Erik Arnell


    Name:
      Carlos
      Martins Dutra                                  Name:
      Lars-Erik
      Arnell