exhibit10_40p.htm


     

    
      	
              EXHIBIT
      10.40(p)

            
	
              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.

            


    

    

CONFIDENTIAL

    
 

    AMENDMENT
No. 16 TO LETTER AGREEMENT DCT-015/2004

    


    This
Amendment No.16 to Letter Agreement DCT-015/2004, dated as of November 10, 2008
(“Amendment No. 16”) 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. 16 is between Embraer and Buyer, collectively referred to herein
as the “Parties”.

    


    This
Amendment No. 16 sets forth additional agreements between Embraer and Buyer
relative  [*].

    


    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. 16 that
are not defined herein shall have the meaning given in the Letter Agreement. In
the event of any conflict between this Amendment No. 16 and the Letter Agreement
the terms, conditions and provisions of this Amendment No. 16 shall
control.

    


     

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

    


    


    
      	
              1.  

            	
              [*]:

            


    

    


    
      	1.1 	
              Article
      1 of the Letter Agreement shall be amended to insert the
      following  [*]

            
	 	 
	
              1.2 

            	
              All
      [*]   shall be [*].

            


    

     

    


     

    ___________

    *Confidential


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    CONFIDENTIAL


     

    


    IN
WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
entered into and executed this Amendment No. 16 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/ Mauro Kern Junior

              	 	 	
                By:
      /s/ Bryan Bedford

              	 
	
                Name:
      Mauro Kern Junior

              	 	 	
                Name: Bryan
      Bedford

              	 
	
                Title: Executive
      Vice President Airline Market

              	 	 	
                Title:
      President, CEO

              	 


         

         

        
          
            	 	 	 	 	 
	
                    By:
      /s/ José Luis D.
      Molina

                  	 	 	
                     

                  	 
	
                    Name:
      José
      Luis D. Molina

                  	 	 	
                    Date:
      Nov. 10, 2008

                  	 
	
                    Title:
      Vice President Contracts Airline Market

                  	 	 	
                    Place:
      Indianapolis

                  	 
	 	 	 	 	 
	 	 	 	 	 
	Date:
      November 11, 2008	 	 	 	 
	Place:
      São
      José
      Dos Campos, Brazil	 	 	 	 


          

        

         

        
          
            	 	 	 	 	 
	
                    Witness:
      /s/ Carlos Martins Dutras

                  	 	 	
                    Witness:
      /s/ Lars-Erik Arnell

                  	 
	
                    Name:
      Carlos Martins Dutras

                  	 	 	
                    Name:
      Lars-Erik Arnell