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PART IV
ITEM 15. EXHIBITS
, FINANCIAL STATEMENTS SCHEDULES
Financial Statements: Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets as of December 31, 2004 and 2003, Consolidated
Statements of Income for the years ended December 31, 2004, 2003 and 2002, Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003
and 2002, Consolidated Statements of Stockholders
Equity for the years ended December 31, 2004, 2003 and 2002 and Notes to Consolidated Financial Statements.
(a)
Documents filed as part of this report:
(b)
Exhibits
Exhibit
No.
Description
1.1
Form of Purchase Agreement.(viii)
3.1
Amended and Restated Certificate of Incorporation.(i)
3.2
Amended and Restated Bylaws.(i)
4.1
Specimen Stock Certificate.(i)
10.1
2002 Equity Incentive Plan.(i)
10.2
Form of Option Agreement for Non
-
Employee Directors.(i)
10.3
Form of Option Agreement for Officers.(i)
10.3(a)
Stock Option Agreement Pursuant to the Republic Airways Holdings Inc. 2002 Equity Incentive Plan, by and between Republic Airways Holdings Inc.
and Bryan K. Bedford, dated as of December 27, 2004.(v)
10.3(b)
Stock Option Agreement Pursuant to the Republic Airways Holdings Inc. 2002 Equity Incentive Plan, by and between Republic Airways Holdings Inc.
and Bryan K. Bedford, dated as of December 27, 2004.(v)
10.3(c)
Stock Option Agreement Pursuant to the Republic Airways Holdings Inc. 2002 Equity Incentive Plan, by and between Republic Airways Holdings Inc.
and Robert Hal Cooper, dated as of December 27, 2004.(v)
10.3(d)
Stock Option Agreement Pursuant to the Republic Airways Holdings Inc. 2002 Equity Incentive Plan, by and between Republic Airways Holdings Inc.
and Robert Hal Cooper, dated as of December 27, 2004.(v)
10.3(e)
Stock Option Agreement Pursuant to the Republic Airways Holdings Inc. 2002 Equity Incentive Plan, by and between Republic Airways Holdings Inc.
and Wayne C. Heller, dated as of December 27, 2004.(v)
10.3(f)
Stock Option Agreement Pursuant to the Republic Airways Holdings Inc. 2002 Equity Incentive Plan, by and between Republic Airways Holdings Inc.
and Wayne C. Heller, dated as of December 27, 2004.(v)
10.4
Amended and Restated Regional Jet Air Services Agreement, dated as of June 12, 2002, by and between AMR Corporation and Chautauqua Airlines,
Inc.(i)
10.4(a)
Letter Agreement between AMR Corporation and Chautauqua Airlines, Inc. dated July 30, 2002.(i)
10.4(b)
Side Letter Agreement, dated as of March 26, 2003, by and between AMR Corporation and Chautauqua Airlines, Inc.(i)
10.4(c)
Amendment to Amended and Restated Air Services Agreement, by and between AMR Corporation and Chautauqua Airlines, Inc., dated as of
October 28, 2003.(i)
10.5
Office Lease Agreement, by and between College Park Plaza, LLC and Republic Airways Holdings Inc., dated as of April 23, 2004.(i)
10.6
Chautauqua Jet Service Agreement, by and between US Airways, Inc. and Chautauqua Airlines, Inc., dated as of March 19, 1999.(i)
10.6(a)
First Amendment to the Chautauqua Jet Service Agreement, by and between US Airways, Inc. and Chautauqua Airlines, Inc., dated as of September 6,
2000.(i)
10.6(b)
Second Amendment to the Chautauqua Jet Service Agreement, by and between US Airways, Inc. and Chautauqua Airlines, Inc., dated as of
September 20, 2000.(i)
10.6(c)
Third Amendment to the Chautauqua Jet Service Agreement, by and between US Airways, Inc. and Chautauqua Airlines, Inc., dated as of July 11,
2001.(i)
10.6(d)
Fourth Amendment to the Chautauqua Jet Service Agreement, by and between US Airways, Inc. and Chautauqua Airlines, Inc., dated as of
December 18, 2002.(i)
10.7
Agreement between Chautauqua Airlines, Inc. and Teamsters Airline Division Local 747 representing the Pilots of Chautauqua Airlines, dated as of
October 17, 2003.(i)
10.8
Agreement between Chautauqua Airlines, Inc. and the Flight Attendants of Chautauqua Airlines, Inc. as represented by the Airline Division, International
Brotherhood of Teamsters, AFL
-
CIO, dated as of March 9, 1999.(i)
10.9
Agreement between Chautauqua Airlines, Inc. and the Flight
Dispatchers in the employ of Chautauqua Airlines, Inc. as represented by Transport
Workers Union of America, AFL
-
CIO, dated as of February 19, 2001.(i)
10.10
Agreement between Chautauqua Airlines, Inc. and the Passenger and Fleet Service Employees in the service of Chautauqua Airlines, Inc. as represented
by the International Brotherhood of Teamsters, dated as of December 15, 1999.(i)
10.11
Agreement among Republic Airways Holdings Inc., Chautauqua Airlines, Inc. and Solitair Corp., dated as of February 12, 2002.(i)
10.12
EMB
-
145LR Amended and Restated Purchase Agreement Number GCT
-
025/98, by and between Embraer
-
Empresa Brasileira de Aeron
á
utica S.A.
and Republic Airways Holdings Inc., dated as of April 19, 2002.(i)
10.12(a)
Partial Assignment and Assumption of Purchase Agreement GCT
-
025/98, by and between Republic Airways Holdings Inc. and Solitair Corp., and
consented to by Embraer
-
Empresa Brasileira de Aeron
á
utica S.A., dated as of April 18, 2002.(i)
10.12(b)
Amendment Number 1 to Amended and Restated Purchase Agreement GCT
-
025/98 between Republic Airways Holdings Inc and Embraer
-
Empresa
Brasileira de Aeron
á
utica S.A., dated as of June 7, 2002.(i)
10.12(c)
Amendment Number 2 to Amended and Restated Purchase Agreement GCT
-
025/98, by and between Embraer
-
Empresa Brasileira de Aeron
á
utica
S.A. and Republic Airways Holdings Inc., dated as of July 25, 2002.(i)
10.12(d)
Amendment Number 3 to Amended and Restated Purchase Agreement GCT
-
025/98, by and between Embraer
-
Empresa Brasileira de Aeron
á
utica
S.A. and Republic Airways Holdings Inc., dated as of December 18, 2002.(i)
10.12(e)
Amendment Number 4 to Amended and Restated Purchase Agreement GCT
-
025/98, by and between Embraer
-
Empresa Brasileira de Aeron
á
utica
S.A. and Republic Airways Holdings Inc., dated as of May 30, 2003.(i)
10.12(f)
Amendment Number 5 to Amended and Restated Purchase Agreement GCT
-
025/98, by and between Embraer
-
Empresa Brasileira de Aeron
á
utica
S.A. and Republic Airways Holdings Inc., dated as of September 30, 2003.(i)
10.12(g)
Amendment Number 6 to Amended and Restated Purchase Agreement GCT
-
025/98, by and between Embraer
-
Empresa Brasileira de Aeron
á
utica
S.A. and Republic Airways Holdings Inc., dated as of October 31, 2003.(i)