Amendment No.8 to Letter Agreement DCT-015/2004 by and between Embraer and
      Republic Airline


    

       

      
        
          	
                  EXHIBIT
                    10.2

                
	
                  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. 8 TO LETTER AGREEMENT DCT-015/2004

       

      


      This
        Amendment No. 8 to Letter Agreement DCT-015/2004, dated as of July 21, 2006
        (“Amendment No. 8”) 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. 8
        is between Embraer and Buyer, collectively referred to herein as the
“Parties”.

      


      This
        Amendment No. 8 sets forth additional agreements between Embraer and Buyer
        related to the additional sale of 30 Firm EMBRAER 175 Aircraft and related
        changes to this deal (the “Additional Order”).

       

      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. 8
        that
        are not defined herein shall have the meaning given in the Letter Agreement.
        In
        the event of any conflict between this Amendment No. 8 and the Letter Agreement
        the terms, conditions and provisions of this Amendment No. 8 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 spare 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 ***. *** only be made
                available to Buyer in the event there is no outstanding balance due
                from
                Buyer to Embraer related to the purchase of such Aircraft.  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
                ***.”


      

      
         

      

      
        	1.2	Article 1 of the Letter Agreement
                shall be
                amended to insert the following subsection (viii) after subsection
                (vii):
	 	 

                “(viii)
                  ***

              
	 	 
	2.	Aircraft Purchase Price
                
	 	 
	2.1 	Article 2.4 of the Letter Agreement
                *** for
                ***. 
	 	 
	3.	Special *** Condition: Article
                8 of the Letter Agreement shall be deleted and replaced by the
                following:
	 	 
	 	“8.
                Special *** Condition: 


      

       

          8.1.
        Notwithstanding any provisions to the contrary contained in this Purchase
        Agreement including but not limited to Article *** of the Purchase Agreement,
        the ***, Buyer shall *** shall be ***

       

          8.2
        If at any
        time Embraer shall ***, Embraer shall ***


       

      
        	4. 	***
	 	 
	5. 	Schedule 5: Schedule
                5 to the Letter Agreement is hereby deleted and replaced by the attached
                2nd
                Amended and Restated Schedule 5 to this Amendment No.8.
                
	 	 
	6. 	 ***


      

      
 

       

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      CONFIDENTIAL

       

      
        	7. 	Conversion 
	 	 
	7.1	Buyer shall have the right to ***
                as provided
                in Article 4 of the Letter Agreement (Conversion). 
	 	 
	7.2	The first 2 paragraphs of Article
                4.a shall
                be deleted and replaced by the following:
	 	 

                “Buyer
                  shall have the flexibility to request the conversion of any Aircraft
                  into
                  the
                  EMBRAER 170, EMBRAER 175 (configured as either an Airways 175 Aircraft
                  or
                  Delta 175 Aircraft), the
                  EMBRAER 190, or the EMBRAER 195 jet aircraft (collectively, the
                  “Conversion Aircraft”), provided ***.

                 

                To
                  exercise the conversion of an Aircraft, Buyer shall send a written
                  notice
                  to Embraer to such effect at least *** prior to the scheduled delivery
                  date of the Aircraft that Buyer intends to convert, if the Conversion
                  Aircraft is ***, or *** prior to the scheduled delivery date of
                  the
                  Aircraft that Buyer intends to convert, if the Conversion Aircraft
                  is ***,
                  in which case such scheduled delivery date shall be the scheduled
                  delivery date of the Conversion Aircraft.”

              
	 	 
	7.3 	7.3 The last paragraph of Article
                4.a shall
                be deleted and replaced with the following:
	 	 
	 	“Except
                as provided in this ***, all terms and conditions applicable to an
                Aircraft that has been converted pursuant this Article 4 shall apply
                mutatis
                mutandis
                to
                the Conversion Aircraft.”
	 	 
	7.4	Article 4.b shall be deleted and replaced
                with the following:
	 	 
	 	“b)
                EMBRAER 175 Conversion Aircraft Offer Price:
                The Basic Price for each Conversion
                Aircraft that is configured as an Airways 175 Aircraft or Delta 175
                Aircraft (the “175 Conversion Aircraft”) ***.”
	 	 
	7.5 	Article 4 of the Letter Agreement
                -
                Conversion, a new Article 4.e shall be added as follows:
	 	 
	 	“e) EMBRAER
                170 Conversion Aircraft Offer Price:
	 	 
	 	 The
                Basic Price for each Conversion Aircraft that is an EMBRAER 170 Aircraft
                (the “170 Conversion Aircraft”) ***.
	 	 
	7.6 	The penultimate paragraph of Article
                4 shall
                be deleted and replaced with the following:
	 	 
	 	“Each 170 Conversion Aircraft shall
                be
                configured as per Attachment A to the Purchase Agreement, each 175
                Conversion Aircraft shall be configured as an Airways 175 Aircraft
                or a
                Delta 175 Aircraft (as specified in the applicable conversion notice)
                and
                each 190 Conversion Aircraft or 195 Conversion Aircraft shall be
                configured as per Exhibit 3, and shall be available to Buyer at each
                relevant Conversion Aircraft Basic Price and in ***.”
	 	 
	8. 	
                ***

              
	 	 
	9. 	***
	 	 
	9.1 	The *** for *** shall be ***.
                For
                the avoidance of doubt, *** under the Agreement.
	 	 
	10. 	***
	 	 
	10.1	Embraer shall ***. 
	 	 
	10.2 	*** shall ***.
	 	 
	10.3 	The *** shall *** and the *** shall
                be
                ***.
	 	 
	11. 	 Miscellaneous


      

                

         

       

      All
        other
        provisions of the Letter Agreement which have not been specifically amended
        or
        modified by this Amendment No. 8 shall remain valid in full force and effect
        without any change.

      


      (Signature
        page follows)

    

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        CONFIDENTIAL



      IN
        WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
        entered into and executed this Amendment No. 8 to Letter Agreement to be
        effective as of the date first written above.

      


       

       

      
        	EMBRAER
                - Empresa Brasileira de Aeronáutica S.A.	 	 	Republic
                Airline Inc. 
	/s/ Frederico
                Fleury Curado	 	 	/s/ Bryan
                Bedford
	
                

              	 	 	
                

              
	Name:
                Frederico Fleury Curado
Title: Executive Vice President
More Title:
                Airline Market	 	 	Name:
                Bryan Bedford
Title: President




        	 	 	 	 
	/s/ Jose
                Luis
                D. Molina	 	 	 
	
                

              	 	 	
              
	Name:
                Jose Luis D.
                Molina
Title: Director of Contracts
More Title: Airline
                Market	 	 	 
	Date:
                July 21, 2006	 	 	Date:
                July 21, 2006
	Place:
                Sao Jose Dos Campos, SP, Brazil	 	 	Place:
                Indianapolis


        
 

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

                	 	 	
                  

                
	Name:
                  Carlos
                  Martins Dutra
	 	 	Name:
                  Lars-Erik
                  Arnell





      

      


       

      
        
          
          

        

        
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      SCHEDULE
        "5" - MUTUAL SUPPORT-SECOND AMENDED AND RESTATED

      

         

        This
          schedule sets forth additional agreements of the Parties with
          respect to the matters set forth in the Purchase Agreement DCT-014/2004)
          dated
          as of March 19, 2004, as amended (including the Letter Agreement DCT-015/2004,
          as amended) between Embraer and Buyer (the "Agreement"). All terms defined
          in
          the Agreement shall have the same meaning when used herein, and in case
          of any
          conflict between this *** and the Agreement, this *** shall govern.

         

         

        Embraer
          will use *** to obtain *** for ***:

         

        
          	
                  Aircraft:

                	
                  ***
                    Aircraft scheduled for delivery under the Agreement
                    ***.

                   

                
	 	 
	
                  ***:

                	
                  Republic
                    Airline Inc., a wholly-owned subsidiary of Republic
                    Airways Holdings Inc. (“Parent”), with a parent guarantee consistent with
                    those generally offered in the US for airlines of same size and
                    financial
                    condition as Buyer, as Debt Providers may require with it being
                    understood
                    that there shall be ***. Except in connection with ***, Buyer
                    shall not be
                    entitled to assign any support provided or to be provided pursuant
                    to ***.
                    

                   

                
	 	 
	
                  Net
                    Aircraft Purchase Price:

                	
                  The
                    escalated Aircraft Purchase Price as defined in the
                    Agreement, to be shown on the relevant invoice, and excluding
                    BFE items,
                    *** as well as any and all taxes, VAT, imposts, levies, and duties
                    accrued
                    either in Brazil or USA ***.

                   

                
	 	 
	
                  ***: 

                	
                  *

                   

                
	 	 
	
                  *
                    Provider:

                	
                  *

                   

                
	 	 
	
                  Terms:

                	
                  Buyer
                    agrees to cooperate reasonably and in good faith with
                    Embraer and/or any prospective *** Provider in documenting and
                    closing the
                    financing transactions on an expedited basis. Buyer shall also
                    provide
                    financial and other information requested by such persons, subject
                    to the
                    execution of confidentiality agreements as appropriate.

                   

                  ***
                    shall be ***.

                   

                  *

                   

                  *

                   

                  If
                    *** provides ***shall agree to ***.

                   

                
	 	 
	
                  Financed
                    Amount: 

                	
                  ***,
                    with Buyer to pay *** at delivery. 

                   

                
	 	 
	
                  Security:

                	
                  ***,
                    the relevant *** Provider shall receive a perfected
                    security interest qualifying for the protections of Section 1110
                    of the
                    Bankruptcy Code. The security interest shall be ***.

                   

                
	 	 
	
                  Debt
                    Term:

                	
                  ***
                    years, payable in ***.

                   

                  ***
                    for *** shall be ***, then it may ***, ***. A *** shall
                    be ***.

                   

                  At
                    *** request, *** may ***.

                   

                


        

         

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                  ***
                    Rate:

                	
                  The
                    *** shall be ***. 

                   

                   

                  ***

                   

                  The
                    *** *** shall be equal to ***, provided that ***, the
                    *** shall be *** but ***.

                   

                
	 	 
	
                  ***
                    Fees

                	
                  If
                    required by ***, Buyer shall ***. Buyer shall also
                    ***.

                   

                  Embraer
                    may, *** require Buyer to ***. If Buyer ***, Embraer
                    shall ***.

                   

                
	 	 
	
                  Financing
                    Cooperation:

                	
                  Unless
                    Buyer and Embraer agree *** shall select a *** which
                    Buyer ***. 

                   

                  The
                    *** for the *** shall include (1) an *** on terms
                    consistent with ***, *** or as ***, (2) an agreement that ***
                    may continue
                    to *** and that ***; (3) a requirement that ***; and (4) other
                    terms
                    reasonably agreed by ***. Embraer shall ***.

                   

                  During
                    the term of *** will not ***. In addition, *** will
                    not ***.

                   

                  Buyer
                    furthermore agrees that it shall ***. 

                   

                
	 	 
	
                  *:

                	
                  ***
                    pursuant to *** are ***:

                   

                
	 	 
	 	
                   

                  (1)
                    Absence of any material adverse change in the business,
                    operations or financial condition of Parent or Buyer as reflected
                    in
                    Parent’s year-end audited financial statements for the year ended December
                    31, 2005. 

                   

                   

                  (2)
                    Absence of litigation by or against Buyer or any Parent
                    subsidiary, which is reasonably expected to have a material adverse
                    effect
                    upon the operations of Buyer.

                   

                   

                  (3)
                    No *** that *** or ***.

                   

                
	 	
                   

                  (4)
                    No changes or amendments to Section 1110 of the United
                    States Bankruptcy Code as currently legislated and interpreted
                    (“Section
                    1110”) in a manner that would materially adversely affect the financing
                    parties in a United States aircraft financing, and that has had
                    a
                    materially adverse effect on the aircraft financing market.

                   

                   

                  (5)
                    Buyer shall be an air carrier eligible for the
                    protections of Section 1110.

                   

                


        

         

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                  (6)
                    There shall not be a monetary or material default by
                    Buyer or any affiliate with respect to the pertinent financing
                    parties and
                    Embraer or any affiliate at the time of financing, and no
                    material default under the EMB-145 Purchase
                    Agreement.

                   

                   

                  (7)
                    All reasonable legal fees, disbursements and
                    out-of-pocket expenses of Embraer (excluding amounts associated
                    with basic
                    delivery documents such as bills of sale and partial assignments
                    of rights
                    under the relevant purchase agreement) and any party associated
                    with the
                    financing hereunder of such Aircraft relating to such financing
                    (excluding
                    amounts that Embraer is obligated to pay under ***) (“Expenses”), shall be
                    paid by Buyer at closing or upon demand thereafter.

                   

                   

                  After
                    each financing and refinancing of *** for any Aircraft
                    hereunder, Embraer and Buyer shall determine ***. If the ***
                    Embraer shall
                    at Buyer’s request *** Buyer shall ***.

                   

                   

                  ***

                   

                   

                  (8)
                    Additional customary conditions precedent in aircraft
                    financings as may be required by the lender, including but not
                    limited to
                    issuance of required legal opinions.

                   

                   

                  (9)
                    Parent shall continue to ***.

                   

                
	 	 
	
                  *

                	
                   

                  *

                   

                


        

         

        


         

         

        The
          above-mentioned *** is the only *** that Embraer will provide
          Buyer under the terms and conditions contained in this Agreement and the
          Purchase Agreement. Any additional *** may be requested by Buyer shall
          be
          subject to Embraer analysis, and the conditions under which Embraer may
          provide
          such additional *** (including but not limited to additional costs to Buyer),
          will be communicated to Buyer by Embraer.

         

         

        


         

        
          


        

      

       

       

       

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