exhibit10_40o.htm


    
       EXHIBIT
10.40(o)

      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.

       

       

    

    AMENDMENT
No. 15 TO LETTER AGREEMENT DCT-015/2004

    


    This
Amendment No.15 to Letter Agreement DCT-015/2004, dated as of September 5th, 2008
(“Amendment No. 15”) 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. 15 is between Embraer and Buyer, collectively referred to herein
as the “Parties”.

    


    This
Amendment No. 15 sets forth additional agreements between Embraer and Buyer
related to the confirmation that the last 4 firm order EMBRAER 175 Delta
Aircraft shall be [*].

     

    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. 15 that
are not defined herein shall have the meaning given in the Letter Agreement. In
the event of any conflict between this Amendment No. 15 and the Letter Agreement
the terms, conditions and provisions of this Amendment No. 15 shall
control.

    


     

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

    


    1.
Article 6 (Certain EMBRAER 175 [*]) of Amendment No. 13 to
Letter Agreement shall be entirely canceled and is of no force and effect as if
such Article 6 had never been included in the Amendment No. 13 to Letter
Agreement.

     

    


    IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 15 to Purchase Agreement to be
effective as of the date first written above.

     

     

    
      
        	
                EMBRAER
      – Empresa Brasileira de Aeronáutica S.A.

              	 	 	
                Republic
      Airline Inc.

              	 
	 	 	 	 	 
	
                /s/
      Antonio Luiz Pizarro Manso

              	 	 	
                /s/
      Bryan Bedford

              	 
	
                Name:
      Antonio Luiz Pizarro Manso

              	 	 	
                Name:  

              	 
	
                Title:
      Executive Vice-President Finance & CFO 

              	 	 	
                Title:
      

              	 


      



    
      
        	 	 	 	 	 
	
                /s/
      José Luís D. Molina

              	 	 	
                Date:
      September 5, 2008

              	 
	
                Name:
      José Luís D. Molina

              	 	 	
                Place:
      Indianapolis, Indiana

              	 
	
                Title:
      Vice President Contracts Airline Market 

              	 	 	
                 

              	 
	 	 	 	 	 
	Date:
      September 8th, 2008	 	 	 	 
	Place:
      São José Dos Campos, SP, Brazil	 	 	 	 
	 	 	 	 	 
	Witness:
      /s/ Carlos Martins
      Dutra 	 	 	Witness:
      /s/ Lars-Erik Arnell	 
	Name:
      Carlos Martins Dutra	 	 	Name:
      Lars-Erik Arnell	 


      

    

     

     

     

    *Confidential