AMENDMENT No.2 TO LETTER AGREEMENT COM0191-10

This Amendment No.2 to Letter Agreement COM0191-10, dated as of November 16, 2011 (“Amendment No. 2”) relates to the Letter Agreement COM0191-10 (the “Letter Agreement”) between Embraer S.A. (“Embraer”) and Republic Airline Inc. (“Buyer”) dated November 3^rd, 2010 (collectively referred to herein as “Agreement”). This Amendment No. 2 is between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No.2 sets forth additional agreements between Embraer and Buyer.

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.2, which are not defined herein shall have the meaning given in the Letter Agreement. In the event of any conflict between this Amendment No.2 and the Letter Agreement the terms, conditions and provisions of this Amendment No.2 shall control.

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

1.1 Article 1.2 of the Letter Agreement shall be deleted and replaced by the following:

“1.2 [*] for the Firm Aircraft

a.    Embraer shall provide Buyer with [*]

1.2 Article 1.3 of the Letter Agreement shall be deleted and replaced by [*]

The first paragraph of Article 3.2.1 of the Letter Agreement shall be deleted and replaced by the following:

“The [*]”

2.1 Article 4.1 of the Letter Agreement shall be deleted and replaced by [*]

2.2 Article 4.4 of the Letter Agreement shall be deleted and replaced by the following:

[*]

Article 5 of the Letter Agreement shall be deleted and replaced by [*]

Article 7 of the Letter Agreement [*] shall be deleted and replaced by [*]

Article 8 of the Letter Agreement shall be deleted and replaced by [*]

Article 9 of the Letter Agreement [*] shall be deleted and replaced by [*]

This Amendment No.2 may be executed in counterparts, which together shall constitute a single instrument and shall be governed by and construed in accordance with the laws of the State of New York.

All other provisions of the Agreement which have not been specifically amended or modified by this Amendment No. 2 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.2 to Letter Agreement to be effective as of the date first written above.