Exhibit 10.1 Amendment No. 15 To Purchase Agreement DCT-014/2004


    
      
 

      


      
        	
                 EXHIBIT
                  10.1

              
	 
	
                 CONFIDENTIAL
                  TREATMENT

              
	
                 REQUESTED
                  PURSUANT TO RULE
                  24b-2

              


      

      AMENDMENT
        No. 15 TO PURCHASE AGREEMENT DCT-014/2004

      


      This
        Amendment No. 15 to Purchase Agreement DCT-014/2004, dated as of April 24,
        2006
        (“Amendment No. 15”) relates to the Purchase Agreement DCT-014/2004 (the
“Purchase Agreement”) between Embraer - Empresa Brasileira de Aeronáutica S.A.
        (“Embraer”) and Republic Airline Inc. (“Buyer”) dated March 19, 2004 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
        relative to changes on the Option Aircraft delivery schedule.

      


      Except
        as
        otherwise provided for herein all terms of the Purchase Agreement shall remain
        in full force and effect. All capitalized terms used in this Amendment No.
        15,
        which are not defined herein shall have the meaning given in the Purchase
        Agreement. In the event of any conflict between this Amendment No. 15 and
        the
        Purchase Agreement the terms, conditions and provisions of this Amendment
        No. 15
        shall control. 

      


      WHEREAS,
        in
        connection with the Parties’ agreement above mentioned, the Parties have now
        agreed to amend the Purchase Agreement as provided for below:

      


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

       

      1.
        Option Aircraft: 

      1.1 The
        opening paragraph of Article 23 and delivery schedule table of the Purchase
        Agreement shall be deleted and replaced by the following:

"Buyer
      shall have the option to purchase up to forty (40) additional Option Aircraft,
      to be delivered on the last day of the applicable month set forth below or
      such
      earlier date in such month specified pursuant to Article 7.1:

      
 

      
        	
                “Option
                  Aircraft

              	
                Delivery
                  Month

              	
                Option
                  Aircraft

              	
                Delivery
                  Month

              
	
                1

              	
                Jun
                  2007

              	
                21

              	
                [*]

              
	
                2

              	
                [*]

              	
                22

              	
                [*]

              
	
                3

              	
                [*]

              	
                23

              	
                [*]

              
	
                4

              	
                [*]

              	
                24

              	
                [*]

              
	
                5

              	
                [*]

              	
                25

              	
                [*]

              
	
                6

              	
                [*]

              	
                26

              	
                [*]

              
	
                7

              	
                [*]

              	
                27

              	
                [*]

              
	
                8

              	
                [*]

              	
                28

              	
                [*]

              
	
                9

              	
                [*]

              	
                29

              	
                [*]

              
	
                10

              	
                [*]

              	
                30

              	
                [*]

              
	
                11

              	
                [*]

              	
                31

              	
                [*]

              
	
                12

              	
                [*]

              	
                32

              	
                [*]

              
	
                13

              	
                [*]

              	
                33

              	
                [*]

              
	
                14

              	
                [*]

              	
                34

              	
                [*]

              
	
                15

              	
                [*]

              	
                35

              	
                [*]

              
	
                16

              	
                [*]

              	
                36

              	
                [*]

              
	
                17

              	
                [*]

              	
                37

              	
                [*]

              
	
                18

              	
                [*]

              	
                38

              	
                [*]

              
	
                19

              	
                [*]

              	
                39

              	
                [*]

              
	
                20

              	
                [*]

              	
                40

              	
                Sep
                  2009”

              


      

      


      


      1.2
        [*]

      


      2.
        Miscellaneous: All
        other
        provisions of the Agreement which have not been specifically amended or modified
        by this Amendment No. 15 shall remain valid in full force and effect without
        any
        change.

       

      [*]
Confidential

    

     

    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.
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      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.
	 	 	 	 
	 	 	 	 
	By
                /s/ Satoshi Yokota	 	 	By
                /s/ Bryan
                Bedford 
	
                

              	 	 	
                

              
	Name:
                Satoshi
                Yokota
Title: Executive Vice President Engineering and
                Development
	 	 	Name:
                Bryan
                Bedford
Title: President 



      

       

       

      
        	 	 	 	 
	 By:
                /s/ Jose Luis D. Molina	 	 	
              
	
                

              	 	 	
              
	Name:
                Jose Luis D.
                Molina
Title: Director of Contracts Airline Market
	 	 	



      

      
        	 	 
	 	 


      

      
        	Date April 26, 2006 	 	 	Date: April 24, 2006
	Place: San. Jose Dos Campos, SP,
                Brazil	 	 	Indianapolis, IN USA
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:
                /s/ Carlos Martins Dutra	 	 	Witness:
                /s/ Lars-Erik Arnell
	
                

              	 	 	
                

              
	Name:
                Carlos Martins Dutra
	 	 	Name:
                Lars-Erik Arnell