PART I. FINANCIAL INFORMATION

                                                                                                                                                                                             0;                       Exhibit 10.1

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.

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