Exhibit 10.2 Amendment #10 DCT-014/2004


                                                                                                    Exhibit
      10.2

                                                                                REQUESTED
      PURSUANT TO RULE 24b-2

    CONFIDENTIAL
      TREATMENT

                                                                                                                                                                                              
      CONFIDENTIAL

    AMENDMENT
      No. 10 TO PURCHASE AGREEMENT DCT-014/2004

    


    This
      Amendment No. 10 to Purchase Agreement DCT-014/2004, dated as of April 30,
      2005
      (“Amendment No. 10”) relates to the Purchase Agreement DCT-014/2004 (the
“Purchase Agreement”) between Embraer - Empresa Brasileira de Aeronáutica S.A.
      (“Embraer”) and Republic Airline Inc. (“Buyer”) dated March 19, 2004 as amended
      from time to time (collectively referred to herein as “Agreement”). This
      Amendment No. 10 is between Embraer and Buyer, collectively referred to herein
      as the “Parties”.

    


    This
      Amendment No. 10 sets forth additional agreements between Embraer and Buyer
      relative to change on [*]
      for
      Aircraft [*]
      for
      the
      Conditional Aircraft and Option Aircraft.

    


    Except
      as
      otherwise provided for herein all terms of the Purchase Agreement shall remain
      in full force and effect. All capitalized terms used in this Amendment No.
      10,
      which are not defined herein shall have the meaning given in the Purchase
      Agreement. In the event of any conflict between this Amendment No. 10 and the
      Purchase Agreement the terms, conditions and provisions of this Amendment No.
      10
      shall control. 

    


    WHEREAS,
      in
      connection with the Parties’ agreement above mentioned, the Parties have now
      agreed to amend the Purchase Agreement as provided for below:

    


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

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    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



     

    1.
      Firm Aircraft: 

    
      1.1
        Delivery: The table containing the delivery schedule in Article 5.1 of the
        Purchase Agreement shall be deleted in its entirely and replaced with the
        following:

    

    


    
      	
              “Firm
                A/C

            	
              Delivery
                Month

            	
              [*]

            	
              Firm
                A/C

            	
              Delivery
                Month

            	
              [*]

            
	
              1

            	
              Sep
                2004

            	
              [*]

            	
              21

            	
              [*]

            	
              [*]

            
	
              2

            	
              [*]

            	
              [*]

            	
              22

            	
              [*]

            	
              [*]

            
	
              3

            	
              [*]

            	
              [*]

            	
              23

            	
              [*]

            	
              [*]

            
	
              4

            	
              [*]

            	
              [*]

            	
              24[*]

            	
              [*]

            	
              [*]

            
	
              5

            	
              [*]

            	
              [*]

            	
              25

            	
              [*]

            	
              [*]

            
	
              6

            	
              [*]

            	
              [*]

            	
              26

            	
              [*]

            	
              [*]

            
	
              7

            	
              [*]

            	
              [*]

            	
              27

            	
              [*]

            	
              [*]

            
	
              8

            	
              [*]

            	
              [*]

            	
              28

            	
              [*]

            	
              [*]

            
	
              9

            	
              [*]

            	
              [*]

            	
              29

            	
              [*]

            	
              [*]

            
	
              10

            	
              [*]

            	
              [*]

            	
              30[*]

            	
              [*]

            	
              [*]

            
	
              11

            	
              [*]

            	
              [*]

            	
              31

            	
              [*]

            	
              [*]

            
	
              12

            	
              [*]

            	
              [*]

            	
              32

            	
              [*]

            	
              [*]

            
	
              13

            	
              [*]

            	
              [*]

            	
              33

            	
              [*]

            	
              [*]

            
	
              14

            	
              [*]

            	
              [*]

            	
              34

            	
              [*]

            	
              [*]

            
	
              15

            	
              [*]

            	
              [*]

            	
              35

            	
              [*]

            	
              [*]

            
	
              16

            	
              [*]

            	
              [*]

            	
              36

            	
              [*]

            	
              [*]

            
	
              17

            	
              [*]

            	
              [*]

            	
              37

            	
              [*]

            	
              [*]

            
	
              18

            	
              [*]

            	
              [*]

            	
              38

            	
              [*]

            	
              [*]

            
	
              19

            	
              [*]

            	
              [*]

            	
              39

            	
              Feb
                2006

            	
              [*]

            
	
              20

            	
              [*]

            	
              [*]

            	 	 	 


    

    
      [*]

      
        [*]

      

    

    


    2.
      Conditional Aircraft: 

     

    2.1
      The
      opening paragraph of Article 22, the delivery schedule table and the first
      paragraph of Article 22.1 of
      the
      Purchase Agreement shall be deleted and replaced by the following:

    


    “Subject
      to confirmation by Buyer as described below, Buyer shall have the right to
      purchase up to twenty (20) additional Aircraft (the "Conditional Aircraft"),
      to
      be delivered on
      the
      last day of the applicable month set forth below or such earlier date in such
      month specified pursuant to Article 7.1:

     

    


    
      	
               

              Conditional
                A/C

               

            	
               

              Delivery
                Month

               

            	
               

              Conditional
                A/C

               

            	
               

              Delivery
                Month

               

            
	
              1

            	
              May
                2006

            	
              12

            	
              [*]

            
	
              2

            	
              [*]

            	
              13

            	
              [*]

            
	
              3

            	
              [*]

            	
              14

            	
              [*]

            
	
              4

            	
              [*]

            	
              15

            	
              [*]

            
	
              5

            	
              [*]

            	
              16

            	
              [*]

            
	
              6

            	
              [*]

            	
              17

            	
              [*]

            
	
              7

            	
              [*]

            	
              18

            	
              [*]

            
	
              8

            	
              [*]

            	
              19

            	
              [*]

            
	
              9

            	
              [*]

            	
              20

            	
              [*]

            
	
              10

            	
              [*]

            	
              21

            	
              Feb
                2007

            
	
              11

            	
              [*]

            	 	 


    

    


    22.1 Buyer's
      right to purchase [*]
      shall
      be
      subject to Buyer giving notice to Embraer of its election to purchase
[*]
      on
      or
      before [*]
      and
      [*].
      Buyer shall be allowed to confirm the acquisition of all or part of
      [*]."

     

    2.2.
      The
      second paragraph of Article 22.1 shall remain unchanged.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.
      Option Aircraft: The
      opening paragraph of Article 23 and delivery schedule table of the Purchase
      Agreement shall be deleted and replaced by the following:

     

    “Buyer
      shall have the option to purchase up to forty (40) additional Option Aircraft,
      to be delivered on
      the
      last day of the applicable month set forth below or such earlier date in such
      month specified pursuant to Article 7.1:

     

    


    
      	
              “Option
                Aircraft

            	
              Delivery
                Month

            	
              Option
                Aircraft

            	
              Delivery
                Month

            
	
              1

            	
              Mar
                2007

            	
              21

            	
              [*]

            
	
              2

            	
              [*]

            	
              22

            	
              [*]

            
	
              3

            	
              [*]

            	
              23

            	
              [*]

            
	
              4

            	
              [*]

            	
              24

            	
              [*]

            
	
              5

            	
              [*]

            	
              25

            	
              [*]

            
	
              6

            	
              [*]

            	
              26

            	
              [*]

            
	
              7

            	
              [*]

            	
              27

            	
              [*]

            
	
              8

            	
              [*]

            	
              28

            	
              [*]

            
	
              9

            	
              [*]

            	
              29

            	
              [*]

            
	
              10

            	
              [*]

            	
              30

            	
              [*]

            
	
              11

            	
              [*]

            	
              31

            	
              [*]

            
	
              12

            	
              [*]

            	
              32

            	
              [*]

            
	
              13

            	
              [*]

            	
              33

            	
              [*]

            
	
              14

            	
              [*]

            	
              34

            	
              [*]

            
	
              15

            	
              [*]

            	
              35

            	
              [*]

            
	
              16

            	
              [*]

            	
              36

            	
              [*]

            
	
              17

            	
              [*]

            	
              37

            	
              [*]

            
	
              18

            	
              [*]

            	
              38

            	
              [*]

            
	
              19

            	
              [*]

            	
              39

            	
              [*]

            
	
              20

            	
              [*]

            	
              40

            	
              May
                2009”

            


    

    


    


    4.
      Miscellaneous: All
      other
      provisions of the Agreement which have not been specifically amended or modified
      by this Amendment No. 10 shall remain valid in full force and effect without
      any
      change.

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
           

          CONFIDENTIAL

        

      

    


    IN
      WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
      entered into and executed this Amendment No. 10 to Purchase 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: /s/
                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