Exhibit 10.3 Amendment # 11 GCT-025/98


                                                                                    Exhibit
      10.3

    CONFIDENTIAL
      TREATMENT

    REQUEST
      PURSUANT TO RULE 24b-2

     CONFIDENTIAL


    AMENDMENT
      NUMBER 11 TO AMENDED AND

    RESTATED
      PURCHASE AGREEMENT GCT-025/98

    


    This
      Amendment Number 11 to Amended and Restated Purchase Agreement GCT-025/98,
      dated
      as of May 31, 2005 (“Amendment No. 11”) relates to the Amended and Restated
      Purchase Agreement GCT-025/98 (the “Purchase Agreement”) between Embraer -
      Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and Republic Airways Holdings
      Inc. (“Buyer”) dated April 19, 2002 as amended from time to time (collectively
      referred to herein as “Agreement”). This Amendment No. 11 is between Embraer and
      Buyer, collectively referred to herein as the “Parties”.

    


    


    This
      Amendment No. 11 constitutes an amendment and modification to the Purchase
      Agreement. All terms defined in the Purchase Agreement shall have the same
      meaning when used herein and in case of any conflict between this Amendment
      No.11 and the Purchase Agreement, conditions and provisions of this Amendment
      No. 11 shall control. 

    


    


    Whereas,
      Embraer and Buyer agreed to new [*]for
      the
      Option Aircraft.

    


    


     

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

     

    


     

    1.
      Option Aircraft:

     

    
      	1.1.  	
              The
                Option Aircraft delivery
                schedule of Article 24 shall be deleted and replaced with the
                following:

            


    

     

    


    
      	
              “Option
                Aircraft

            
	
               

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              Aircraft
                Model

            	
               

              Option
                Aircraft Number per Operator

            	
               

              Delivery
                Month 

            	
               

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    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

          


        

      

    


    


    
      	
               

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    1.2
      Article 24.e shall be deleted and replaced by the following:

     

    


     

    “e.
      CONFIRMATION
      OF OPTIONS:
      Buyer
      at
      its option may exercise the Options[*]by
      means
      of notice to Embraer [*]At
      that
      time, Buyer shall [*]then
      applicable for [*].
      Embraer
      shall [*]after
      Buyer’s notice [*]if
      a
      Delivery Month is [*]shall
      mutually agree to [*]which
      shall not be[*].”

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    2.
      Miscellaneous: 

     

    All
      other
      provisions of the Purchase Agreement, which have not been specifically amended
      or modified by this Amendment No. 11 shall remain valid in full force and effect
      without any change.

    


    


    In
      witness whereof, Embraer and Buyer, by their duly authorized officers, have
      entered into and executed this Amendment No. 11 to Amended and Restated Purchase
      Agreement to be effective as of the date first written above.

     

      

    


    
      	
              EMBRAER
                - Empresa Brasileira de Aeronáutica S.A.

            	
              Republic
                Airways Holdings Inc. 

            
	
               

              By /s/
                Satoshi Yokota

              Name: Satoshi
                Yokota

              Title: Executive
                Vice President Development and Industry

            	
               

              By /s/
                Bryan Bedford

              Name: Bryan
                Bedford

              Title:
                President

            
	
               

              By /s/
                Jose Luis Molina

              Name: Jose
                Luis Molina

              Title: Director
                of Contracts Airline Market

            	 


    

    


    


    


    Date: May
      31,
      2005                           Date: May
      31,
      2005

    


    Place: Sao
      Jose
      dos Campos, SP, Brazil                           Place: Indianapolis,
      IN

    


    


    Witnesses:

    


    


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

    Name: Carlos
      Martins Dutra                                      Name: 
      Lars-Erik Arnell