EX-10.15(j)



 Exhibit 10.15(j) 

LETTER AGREEMENT NO. 8 
 As of
September 30, 2011 
 Republic Airways Holdings Inc. 

8909 Purdue Road, Suite 300 

Indianapolis, Indiana 46268 
 Re:
***** 
 Dear Ladies and Gentlemen, 

Republic Airways Holdings Inc. (the “Buyer”) and AIRBUS (the “Seller”) have entered into an A320 Family
Aircraft Purchase Agreement (the “Agreement”), dated as of even date herewith that covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft. 

The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8 (the “Letter Agreement”) certain
additional terms and conditions regarding the sale of the Aircraft. 
 Both parties agree that this Letter Agreement shall constitute an
integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement shall be governed by the provisions of said Agreement, except that if the Agreement and
this Letter Agreement have specific provisions that are inconsistent, the specific provisions contained in this Letter Agreement shall govern. 

  

	 *****
	 Confidential portions of the material have been omitted and filed separately with the Securities and Exchange
Commission. 


 LA 8-1 









	 0.
	 PREAMBLE 



The intent of this Letter Agreement is that the Seller and the Buyer agree that ***** 

 

	 1.
	 DEFINITIONS AND INTERPRETATION 



 

	 1.1
	 Capitalized words and terms used in this Letter Agreement that are not defined herein shall have the meaning
assigned thereto in the Agreement. 


  

	 1.2
	 The terms “herein”, “hereof” and “hereunder” and words of similar import refer
to this Letter Agreement. 


  

	 1.3
	 In addition to words and terms elsewhere defined in this Letter Agreement, the initially capitalized words and
terms used in this Letter Agreement shall have the meaning set out below, listed in alphabetical order: 


  

			
	 TERM
	  	 DEFINITION / INTERPRETATION

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	 *****
	 Confidential portions of the material have been omitted and filed separately with the Securities and Exchange
Commission. 


 LA 8-2 









			
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	 2.
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	 2.1
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	 	 (a)
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	 	 (b)
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	 2.2
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	 3.
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	 3.1
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	 Confidential portions of the material have been omitted and filed separately with the Securities and Exchange
Commission. 


 LA 8-3 









	 3.2.3
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	 4.
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	 5.2
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	 7.1
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	 Confidential portions of the material have been omitted and filed separately with the Securities and Exchange
Commission. 


 LA 8-4 









	 7.2
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	 8.
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	 8.1
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	 8.2
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	 9.
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	 10.
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***** 
  

	 11.
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***** 

  

	 *****
	 Confidential portions of the material have been omitted and filed separately with the Securities and Exchange
Commission. 


 LA 8-5 









	 12.
	 ASSIGNMENT 



Notwithstanding any other provision of this Letter Agreement or of the Agreement but subject to Clause 21.2 or Clause 21.5 of
the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller *****, and any attempted assignment or transfer in
contravention of the provisions of this paragraph will be void and of no force or effect. 
  

	 13.
	 CONFIDENTIALITY 



This Letter Agreement including any other documents or data exchanged between the Buyer and the Seller for the fulfilment of
their respective obligations under the Letter Agreement shall be treated by both parties as confidential and shall not be released in whole or in part to any third party except as may be required by law, or to professional advisors for the purpose
of implementation hereof. In particular, both parties agree: 
  

	 •
	 	 not to make any press release concerning the whole or any part of the contents and/or subject matter hereof or
of any future addendum hereto without the prior written consent of the other party hereto. 


  

	 •
	 	 that any and all terms and conditions contemplated in this Letter Agreement are strictly personal and
exclusive to the Buyer. The Buyer therefore agrees to consult with the Seller, and enter into a non-disclosure agreement in form and substance acceptable to the Seller, reasonably in advance of any required
disclosure to any third party. 


 Without prejudice to the foregoing, any disclosure to a third party shall
be subject to written agreement between the Buyer and the Seller. 
 The provisions of this Clause 13 shall survive any
termination of this Letter Agreement for a period of *****. 

  

	 *****
	 Confidential portions of the material have been omitted and filed separately with the Securities and Exchange
Commission. 


 LA 8-6 








 If the foregoing correctly sets forth our understanding, please execute two (2) originals in
the space provided below and return one (1) original of this Letter Agreement to the Seller. 
  

									
	 Agreed and Accepted
	 		 	 Agreed and Accepted

			
	 For and on behalf of
	 		 	 For and on behalf of

			
	 REPUBLIC AIRWAYS HOLDINGS INC.
	 		 	 AIRBUS S.A.S.

					
	 Signature:
	 	 /s/ Bryan Bedford
	 		 	 Signature:
	 	 /s/ Patrick de Castelbajac

					
	 Printed Name:
	 	 Bryan Bedford
	 		 	 Printed Name:
	 	 Patrick de Castelbajac

					
	 Title:
	 	 President
	 		 	 Title:
	 	 Vice President Contracts

					
	 Date:
	 	 [Undated]
	 		 		 	
			
	 Witnessed by:
	 		 	 Witnessed by:

					
	 Name:
	 	 [Authorized Signatory]
	 		 	 Name:
	 	  

					
	 Title:
	 	 Senior Vice President
	 		 	 Title:
	 	  



  
 LA 8 SigPage 








 APPENDIX 1 –***** 

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	 Confidential portions of the material have been omitted and filed separately with the Securities and Exchange
Commission. 


 LA 8-8 








 APPENDIX 2 – ***** 

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	 *****
	 Confidential portions of the material have been omitted and filed separately with the Securities and Exchange
Commission. 


 LA 8-9 








 APPENDIX 3 – ***** 

 

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	 *****
	 Confidential portions of the material have been omitted and filed separately with the Securities and Exchange
Commission. 


 LA 8-10 








 APPENDIX 4 – ***** 

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***** 
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	 *****
	 Confidential portions of the material have been omitted and filed separately with the Securities and Exchange
Commission. 


 LA 8-11