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: