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