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Morningstar® Document Research℠
FORM 10-K
REPUBLIC AIRWAYS HOLDINGS INC - RJET
Filed: March 15, 2007 (period: March 15, 2007)
Annual report which provides a comprehensive overview of the company for the past year

Table of contents

  • Page 1
    Morningstar Document Research ® ℠FORM 10-K REPUBLIC AIRWAYS HOLDINGS INC - RJET Filed: March 15, 2007 (period: March 15, 2007) Annual report which provides a comprehensive overview of the company for the past year

  • Page 2
    ... (Address of principal executive offices) (317) 484-6000 (Registrant's telephone number, including area code) _____ Securities registered pursuant to section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, par value $.001 per share Indicate by check...

  • Page 3
    ...No ⌧ The aggregate market value of Common Stock held by non-affiliates (based upon the closing sale price of the Common Stock on the NASDAQ National Market System (now the NASDAQ Global Market System) on June 30, 2006 was approximately $582,322,000. Indicate the number of shares outstanding of the...

  • Page 4
    ...December 19, 2006. Airline Services Agreement, by and between Frontier Airlines, Inc., Republic Airline Inc., Frontier Airlines Holdings, Inc. and Republic Airways Holdings Inc., dated January 11, 2007. Consent of Independent Registered Public Accounting Firm Certification of Chief Executive Officer...

  • Page 5
    ... In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements. Republic Airways Holdings Inc. (the "Company") may, from time to time, make written or oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of...

  • Page 6
    ...their hubs and focus cities in Atlanta, Boston, Chicago, Cincinnati, Columbus, Houston, Indianapolis, New York, Philadelphia, Pittsburgh, St. Louis and Washington, D.C. (Dulles and National). Chautauqua Airlines is our platform for flying 37 to 50 seat aircraft, and as of December 31, 2006, operated...

  • Page 7
    -4- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 8
    ... passenger service on our Continental Express flights out of Houston. Starting in March of 2007, we began offering daily passenger service on our Frontier flights out of Denver. The following illustrates the routes we currently fly for our code-share partners: -5- Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 9
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 10
    -6- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 11
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 12
    -7- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 13
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 14
    -8- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 15
    ... Date Pilots Flight Attendants Customer Service Dispatchers 1,600 1,100 40 50 October 2007 September 2009 December 2005 February 2007 As of December 31, 2006, we had approximately 650 maintenance technicians and other maintenance related personnel, who are not currently represented by any union...

  • Page 16
    ... a union in their employment. Our Customer Service Agreement is being negotiated and we expect it to be amended in 2007. We have never experienced any work stoppages or other job actions and generally consider our relationship with our employees to be good. -9- Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 17
    ... board in August 2001. From July 1995 through July 1999, Mr. Bedford was the president and chief executive officer and a director of Mesaba Holdings, Inc., a publicly-owned regional airline. He has over 18 years of experience in the regional airline industry, and was named regional airline executive...

  • Page 18
    ... Leasing Group, including Treasurer and Chief Financial Officer. He is a certified public accountant. Mark E. Landesman has been a director since June 2002. Mr. Landesman is President of ML Management Associates, Inc., an entertainment business management firm, which he founded in 1988. The firm is...

  • Page 19
    ... our flights and fares in their computer reservation systems, to paint our aircraft with their colors and/or logos, to use their service marks and to market and advertise our status as US Airways Express, AmericanConnection, Delta Connection, United Express, Continental Express and Frontier Airlines...

  • Page 20
    ... Reagan Washington National Airport and 24 commuter slots at New York-LaGuardia Airport. We assigned the right of use for these commuter slots to US Airways and these commuter slots are being operated by US Airways and US Airways Express carriers under a licensing agreement for which US Airways pays...

  • Page 21
    ...considered a pass through cost, but are limited to a specified limit with respect to the first 20 aircraft put into service for American. American pays us periodically throughout the month on an agreed schedule, subject to American's right to offset amounts we owe them under the code-share agreement...

  • Page 22
    ... to the aircraft we operate for them. If American terminates the code-share agreement for any reason prior to September 30, 2008, or we terminate the code-share agreement prior to September 30, 2008, due to a breach of the agreement by American, American has agreed to reimburse us for certain price...

  • Page 23
    ...170 aircraft for Delta under fixed-fee code-share agreements. As of December 31, 2006, we provided 330 flights per day as Delta Connection between Cincinnati, Columbus and Atlanta and designated outlying cities. In connection with a marketing agreement among Delta, Continental and Northwest Airlines...

  • Page 24
    ... a specified completion rate with respect to the flights we operate for Delta during a specified period; or • if our level of safety is not reasonably satisfactory to Delta, subject to 30 days notice and cure period. In addition, Delta may terminate the code-share agreement at any time, with or...

  • Page 25
    ... US Airways and Delta, any additional regional jets or turboprop aircraft pursuant to a marketing or code-share relationship with any party other than United to provide hub service at United's hubs in Denver, Los Angeles, San Francisco, Chicago, Washington, D.C. or Seattle. Chautauqua Airlines and...

  • Page 26
    ... among Delta, Continental and Northwest Airlines, certain of the routes that we fly using Delta's and Continental's flight designator codes are also flown under Northwest's designator code. The term of the agreement is effective as of January 8, 2007 and, unless earlier terminated or extended, will...

  • Page 27
    ... factors in the regional airline industry are location, fare pricing, frequent flyer loyalty programs, customer service, routes served, flight schedules, aircraft types and code-share relationships. Certain of our competitors are larger and have significantly greater financial and other resources...

  • Page 28
    ...costs in maintaining our current certifications and otherwise complying with the laws, rules and regulations to which we are subject. Our flight operations, maintenance programs, record keeping and training programs are conducted under FAA approved procedures. -15- Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 29
    ... established airport restrictions to limit noise, including restrictions on aircraft types to be used and limits on the number of hourly or daily operations or the time of such operations. In some instances, these restrictions have caused curtailments in services or increases in operating costs, and...

  • Page 30
    ...operating revenues and net income unless we are able to enter into satisfactory substitute arrangements for the utilization of these aircraft by other code-share partners, or, alternatively, obtain the airport facilities and gates and make the other arrangements necessary to fly under our own flight...

  • Page 31
    ... of operations and the price of our common stock. Any labor disruption or labor strikes by our employees or those of our code-share partners would adversely affect our ability to conduct our business. All of our pilots, customer service employees, flight attendants and dispatchers are represented by...

  • Page 32
    ... the cost of operation even if we cannot place the aircraft in service with a code-share partner, which could have a material adverse effect on our financial condition, results of operations and the price of our common stock. Our ability to manage our growth effectively and efficiently requires us...

  • Page 33
    ...'s current hub airports. United's hub airports are Denver, Washington Dulles, Los Angeles, Chicago O'Hare, Seattle and San Francisco. Our code-share partners may be restricted in increasing the level of business that they conduct with us, thereby limiting our growth. In general, the pilots' unions...

  • Page 34
    ... timely service our debt, the size of our long-term debt and lease obligations could negatively affect our financial condition, results of operations and the price of our common stock in many ways, including: • increasing the cost, or limiting the availability of, additional financing for working...

  • Page 35
    ...significant percentage of our total operating costs, and we have experienced pressure to increase wages and benefits for our employees. Under our code-share agreements, our reimbursement rates contemplate labor costs that increase on a set schedule generally tied to an increase in the consumer price...

  • Page 36
    ... increase our labor costs and reduce both our income and our competitiveness for future business opportunities. Our business could be harmed if we lose the services of our key personnel. Our business depends upon the efforts of our chief executive officer, Bryan Bedford, and our other key management...

  • Page 37
    ...-fare carriers serve the Indianapolis International Airport, which results in significant price competition in the Indianapolis market, one of our major markets. Competition in the eastern United States markets, which we service from US Airways' hubs in New York, Boston, Philadelphia and Washington...

  • Page 38
    ... partners is a significant source of revenue, any labor disruption or labor strike by the employees of any one of our code-share partners could have a material adverse effect on our financial condition, results of operations and the price of our common stock. -20- Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 39
    .... Airlines are subject to extensive regulatory and legal compliance requirements, both domestically and internationally, that involve significant costs. In the last several years, the FAA has issued a number of directives and other regulations relating to the maintenance and operation of aircraft...

  • Page 40
    ... security requirements on airlines. We cannot predict what other new regulations may be imposed on airlines and we cannot assure you that laws or regulations enacted in the future will not materially adversely affect our financial condition, results of operations and the price of our common stock...

  • Page 41
    ... restrictions. U.S. law currently requires that no more than 25% of the voting stock of our company or any other domestic airline may be owned directly or indirectly by persons who are not citizens of the United States. Additional Information The Company files annual, quarterly and current reports...

  • Page 42
    employees, can also be found on our website, rjet.com/Investment.asp. Our audit committee charter is also available on our website. ITEM 1B. UNRESOLVED STAFF COMMENTS Not Applicable -22- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 43
    ... commitments to our code-share partners. All of our leased regional jet aircraft are leased by us pursuant to long-term leases, with current lease expirations ranging from 2009 to 2022. We also hold fixed-price purchase options under these leases at approximately 9.2 to 14.5 years after these leases...

  • Page 44
    The following table outlines the number and type of aircraft being operated for each code-share partner and the total number of regional jets that we are required to place in service for each code-share partner as of December 31, 2006: ERJ 175 ERJ 170 ERJ45 ERJ140 ERJ 135 CRJ 200 Total Total Total ...

  • Page 45
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 46
    ... of our board of directors and will depend upon our future earnings, our capital requirements, bank financing, financial condition and other relevant factors. The credit facility with Bank of America Business Capital does not limit the Company's ability to pay dividends unless the Company is in...

  • Page 47
    ... of (i) the Composite Index for Nasdaq Stock Market (U.S. Companies) and (ii) an index of companies engaged in air transportation (SIC 4512 and 4513), including regional airlines, whose stocks trade on the Nasdaq, for the same period. -25- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007...

  • Page 48
    ...Incentive Plan Warrants issued to Delta relating to code-share agreement Equity compensation plans not approved by security holders Total Number of securities to be issued upon exercise of outstanding options, warrants and rights. 1,725,577 3,435,000 - 5,160,577 $ $ Weighted-average exercise price...

  • Page 49
    ... per share: Basic Diluted Weighted average common shares outstanding(3): Basic Diluted Other Financial Data: Net cash from: Operating activities Investing activities Financing activities Airline Operating Data: Passengers carried Revenue passenger miles(4) Available seat miles(5) Years Ended...

  • Page 50
    ... load factor(6) Revenue per available seat mile(7) Cost per available seat mile(8) EBITDA (9) Average passenger trip length (miles) Number of aircraft in service (end of period): Regional Jets: Owned Leased Saab Turboprops(10): Owned Leased Total aircraft $ $ $ 72.6 % 0.125 $ 0.112 $ 314,765...

  • Page 51
    ... settled. In 2006, we recorded a $2.1 million gain relating to the disposition of Saab aircraft and spare parts. (2) Preferred stock dividends represent dividends on 16.295828 shares of Series A redeemable preferred stock at a par value of $.01 per share issued by Chautauqua to an affiliate of our...

  • Page 52
    ... 31, 2005 and one leased Saab 340 aircraft at December 31, 2002. (11) Beginning in May 2005, we do not record fuel expense and the related revenue for US Airways operations because US Airways pays for fuel directly. -29- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by...

  • Page 53
    ... hubs and focus cities in Atlanta, Boston, Chicago, Cincinnati, Columbus, Houston, Indianapolis, New York, Philadelphia, Pittsburgh, St. Louis, and Washington, D.C., ( Dulles and National ). Chautauqua Airlines is our platform for flying 37 to 50 seat aircraft, and, as of December 31, 2006, operated...

  • Page 54
    ... on February 1, 2006. Delta, which represented 35% of our passenger revenues for the year ended December 31, 2006, is attempting to reorganize its respective businesses under Chapter 11 of the bankruptcy code. On March 13, 2007, we and Delta amended our code-share agreements. Delta has submitted the...

  • Page 55
    ...flying has reduced our exposure to fluctuations in fuel prices, fare competition and passenger volumes. As of December 31, 2006, we operated 163 regional jets for four code-share partners under fixed-fee agreements. Revenue Under our fixed-fee arrangements with American, Delta, US Airways and United...

  • Page 56
    ..., the number of aircraft we operate, as opposed to the number of passengers that we carry, will have the largest impact on our revenues. Operating Expenses A brief description of the items included in our operating expenses line items follows. -31- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 57
    ... expense includes the costs of travel agent commissions, computer reservation system fees and certain fees paid to US Airways for aircraft ground and passenger handling and use of the US Airways aircraft facilities and services with respect to turboprop pro-rate revenue sharing flights on behalf of...

  • Page 58
    ...the costs of crew training, crew travel, airport, passenger and ground handling related expenses, all other lease expense, professional fees and all other administrative, facilities and operational overhead expenses not included in other line items above. -32- Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 59
    .... In 2006, we recorded a $2.1 million gain relating to the disposition of Saab aircraft and spare parts. (2) Beginning in May 2005, we do not record fuel expense and the related revenue for US Airways operations because US Airways pays for fuel directly. -33Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 60
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 61
    ... for US Airways operations because US Airways pays for fuel directly. (7) Hours from takeoff to landing, including taxi time. (8) Average number of hours per day that an aircraft flown in revenue service is operated (from gate departure to gate arrival). -34- Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 62
    ... the related revenue for US Airways operations because US Airways pays for fuel directly. The average price per gallon was $2.16 in 2006 and $1.97 in 2005. The unit cost decreased to 3.6¢ in 2006 compared to 4.3¢ in 2005 due to the increase in the 70-seat US Airways operations, for which no fuel...

  • Page 63
    ... in flight crew training and travel expenses, passenger catering costs, and administrative expenses to support the increased 70-seat regional jet operations, offset by a decrease of $6.3 million in payments made to American in 2005 related to operating 70-seat aircraft at Chautauqua. The unit cost...

  • Page 64
    ... average fuel prices and a 12% increase in fuel consumption. Beginning in May 2005, we do not record fuel expense and the related revenue for US Airways operations because US Airways pays for fuel directly. The average price per gallon was $1.97 in 2005 and $1.38 in 2004. The unit cost increased to...

  • Page 65
    ... Airlines for having 70-seat aircraft on the Chautauqua operating certificate in 2005 and higher pilot training, crew-related and administrative expenses to support the growing 70-seat regional jet operations. The unit cost decreased to 0.9¢ in 2005 compared to 1.0¢ in 2004. -36- Source: REPUBLIC...

  • Page 66
    .... As a result of our code-share agreements with US Airways, Continental and Frontier, which require us to significantly increase our fleet of regional jets, we will significantly increase our cash requirements for debt service and lease payments. As of December 31, 2006, we had $195.5 million...

  • Page 67
    ...58.2 million net cash received from our initial stock offering in June 2004. We used $20.4 million to repay WexAir LLC for indebtedness we originally incurred in May 1998 to finance a portion of our purchase of Chautauqua. -37- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by...

  • Page 68
    ... will operate for Frontier seventeen, 76-seat Embraer 170 regional jets. Four of the seventeen aircraft are currently in the Republic fleet but not allocated to a code-share partner and the remaining 13 aircraft will be funded by delivery positions available from Embraer. We expect to fund future...

  • Page 69
    ...,449 We have a long-term maintenance agreement with an avionics equipment manufacturer and maintenance provider that has a guaranteed minimum annual flight hour requirement. The minimum guaranteed amount based on our current operations is $4.4 million per year through December 2012 for the Embraer...

  • Page 70
    ... financial statements. • Revenue Recognition. Under our fixed-fee arrangements with American, Delta, US Airways, United, Continental and Frontier, the Company receives a fixed-fee, as well as reimbursement of specified costs on a gross basis with additional possible incentives from our partners...

  • Page 71
    ..., operating leases are not reflected in the Company's consolidated balance sheet and accordingly, neither a lease asset nor an obligation for future lease payments is reflected in the Company's consolidated balance sheet. The Company is responsible for all other maintenance costs of its aircraft and...

  • Page 72
    ... segment is scheduled transportation of passengers and air freight under code-share agreements. In addition, the Company has charter service, aircraft leasing and commuter slot licensing fee revenues. These activities aggregated represent less than 10% of consolidated revenues, operating income and...

  • Page 73
    ... sets forth summary quarterly financial information for the years ended December 31, 2005 and 2006. Quarters Ended March 31 June 30 September 30 December 31 (dollars in thousands, except net income per share) 2006 Operating revenues $ Operating income Net income Net income per share: Basic $ Diluted...

  • Page 74
    ... for Stock Issued to Employees, was rescinded. This statement requires compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based upon the grant date fair value of...

  • Page 75
    ... the term of the respective aircraft debt. During 2005 and 2006, we reclassified $286,000 and $299,000 to interest expense, respectively. The Company expects to reclassify $867,000 to interest expense for the year ended December 31, 2007. -42- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15...

  • Page 76
    ... DATA REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2006 and 2005 Consolidated Statements of Income for the years ended December 31, 2006, 2005...

  • Page 77
    ... reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free...

  • Page 78
    ... revenues are derived from code-share agreements with US Airways, Inc., Delta Air Lines, Inc., AMR Corp., the parent of American Airlines, Inc. and United Air Lines, Inc. As discussed in Note 2 to the consolidated financial statements, on January 1, 2006, the Company adopted Statement of Financial...

  • Page 79
    ... share and per share amounts) 2006 ASSETS Current Assets: Cash and cash equivalents Receivables-net of allowance for doubtful accounts of $340 and $343, respectively Inventories-net Prepaid expenses and other current assets Restricted cash Deferred income taxes Total current assets Aircraft and...

  • Page 80
    -45- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 81
    ... CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2006, 2005, AND 2004 (In thousands, except per share amounts) 2006 OPERATING REVENUES: Passenger Charter and ground handling Other Total operating revenues OPERATING EXPENSES: Wages and benefits Aircraft fuel Passenger fees...

  • Page 82
    REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2006, 2005, AND 2004 (In thousands) Accumulated Other Additional Other Comprehensive Common Paid-In Comprehensive Accumulated Income (Loss) Stock ...

  • Page 83
    Balance at December 31, 2006 See accompanying notes to consolidated financial statements. -47- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 84
    ... HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004 (In thousands) 2006 OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization Debt issue costs...

  • Page 85
    ...CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR $ 33,523 162,005 195,528 $ 115,785 46,220 162,005 $ 23,685 22,535 46,220 See accompanying notes to consolidated financial statements. -48- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered...

  • Page 86
    ...("Delta") and United Air Lines, Inc. ("United"), respectively. The Company has code-share agreements with US Airways offering passenger and air freight service from US Airways' hub and focus airports in Philadelphia and Pittsburgh, Pennsylvania, Indianapolis, Indiana, Boston, Massachusetts, New York...

  • Page 87
    ... incentives from the code-share partners based on several metrics of customer service. The Company may also be liable to the code-share partners for operating performance penalties if customer service metrics are less than specified minimum levels. -49- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 88
    ... shares of the Company's common stock. In July 2006, the Company entered into a code-share agreement with Continental Airlines, Inc. ('Continental"). The Company began flying for Continental in January 2007. (See Note 7.) On January 11, 2007, we entered into an air services agreement with Frontier...

  • Page 89
    ... and Cash Equivalents-Cash equivalents consist of money market funds and short-term, highly liquid investments with maturities of three months or less when purchased. Substantially all of our cash is on hand with one bank. -50- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by...

  • Page 90
    ... residual value and reviewed for impairment at each reporting date. At December 31, 2006 the remaining amortization period for the Ronald Reagan Washington National Airport commuter slots is 24 years. Estimated amortization expense will approximate $390 per year. Long-Lived Assets-Management reviews...

  • Page 91
    ... of deferred tax assets is adjusted by a valuation allowance, if necessary, to recognize the future tax benefits to the extent, based on available evidence; it is more likely than not they will be realized. -51- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar...

  • Page 92
    ... 2006 for the New-York LaGuardia commuter slots, and through 2016 for the Ronald Reagan Washington National commuter slots. Revenues from sub-leases and the commuter slots are recognized when earned and included in other operating revenue. Warrants- Warrants issued to non-employees and code-share...

  • Page 93
    ... net income per common share. Segment Information-The Company has one reportable operating segment for the scheduled transportation of passengers and air freight under code-share agreements. The Company's charter service, slot leasing and aircraft leasing revenues are not considered material. New...

  • Page 94
    ... of the effects of prior year misstatements when quantifying current year misstatements. The Company has considered this bulletin and concluded that it did not have a material impact on its consolidated financial statements. -53- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007...

  • Page 95
    ... rent Aircraft deposits Deferred warrant charge, net (see Note 10) Debt issue costs, net Commuter slots, net Other $ $ $ $ The Company purchased commuter slots at Ronald Reagan Washington National Airport ("Washington") and New York LaGuardia Airport ("LaGuardia") in 2005 from US Airways. The...

  • Page 96
    ... interest payable Accrued liabilities to code-share partners Accrued aircraft rent Other Total accrued liabilities $ 13,966 23,366 3,459 13,484 13,935 7,984 16,264 92,458 $ 2005 13,724 10,709 2,976 11,854 14,866 - 17,519 71,648 $ -54- $ Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007...

  • Page 97
    ... $10,957 and $7,462 as of December 31, 2006 and 2005, respectively. The American code-share agreement requires a debt sinking fund for the Company's required semi-annual payments. Future maturities of debt are payable as follows for the years ending December 31: 2007 2008 2009 2010 2011 Thereafter...

  • Page 98
    ... agreements with an avionics equipment manufacturer and maintenance provider that has a guaranteed minimum annual flight hour requirement. The minimum guaranteed amount based on the Company's current operations is $4,384 per year through December 2014 for the ERJ-145 family of regional jets...

  • Page 99
    ... Frontier seventeen, 76-seat Embraer 170 regional jets. Four of the seventeen regional jets are currently in the Republic fleet but not allocated to a code-share partner and the remaining 13 aircraft will be funded by delivery positions available from Embraer. -56- Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 100
    ... aircraft if we wrongfully terminate the code-share agreements or if United terminates the agreements for our breach of certain reasons. As of December 31, 2006, approximately 76% of the Company's workforce is employed under union contracts. The union contract for Customer Service is currently...

  • Page 101
    ... Capital $500 upon US Airways emergence from bankruptcy and paid Wexford Capital's expenses, including the payment of approximately $660 in 2005 and $125 in 2006 to an unrelated third party consultant retained by us and Wexford Capital. -57- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15...

  • Page 102
    ...,576 shares of the Company's 75,000,000 authorized shares were reserved for issuances under the 2002 Equity Incentive Plan and warrants. At December 31, 2006, the number of securities remaining available for future issuance under equity compensation plans was 478,180 shares. Employee Stock Options...

  • Page 103
    ... respectively. The weighted average exercise price for the options exercisable at December 31, 2005 and 2004 was $4.07 and $2.72. The remaining contractual life for the options outstanding at December 31, 2005 and 2004 was 6.3 years. -58- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007...

  • Page 104
    ... rate is based on historical information and management's best estimate of future forfeitures. The expected term of options granted is derived from historical exercise experience and represents the period of time the Company expects options granted to be outstanding. Option valuation models require...

  • Page 105
    ... Company's common stock on the grant date, an estimated dividend yield, a risk-free interest rate commensurate with the warrant term, volatility of 40% and an expected life of 10 years. On March 13, 2007, we and Delta amended out code-share agreements. The amendments, if approved, provide for early...

  • Page 106
    ... ASSETS Current: Nondeductible reserves and accruals Asset impairment expenses Prepaid rent Total Noncurrent: Slot amortization Nondeductible accruals Treasury locks Stock option excess tax benefits Alternative minimum tax credit Net operating loss carryforward Prepaid rent Share-based compensation...

  • Page 107
    ... asset basis differences for tax purposes Total Total deferred tax liability -60- (314,921) (140,886) $ (137,419) $ (282,945) (89,671) (86,015) Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 108
    ...assets related to routes discontinued by US Airways. Pursuant to the aircraft lease agreements, the Company is required to return Saab 340 aircraft to the lessor in specified conditions. Based upon flight schedules and maintenance costs, return costs were estimated and accrued. Each year the Company...

  • Page 109
    ... Saab aircraft and spare parts Total $ (Adjustment) Charged To Expense 2004 Charged to Expense 2005 Charged to Expense 5,253 $ (230) $ 1,671 (424) $ 4,599 $ (4,218) $ (381) $ - $ (2,050) (2,050) 5,253 $ 1,441 $ (424) $ -61- 4,599 $ (4,218) $ (381) Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 110
    ... Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely...

  • Page 111
    ... public accounting firm, which also audited our Consolidated Financial Statements. Deloitte & Touche LLP's report on management's assessment of internal control over financial reporting appears on page 47 herein. ITEM 9B. OTHER INFORMATION Not applicable. -62- Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 112
    ... who beneficially own more than ten percent of the Company's common stock, to file initial reports of ownership and reports of changes in ownership with the SEC and the National Association of Securities Dealers, Inc. Executive officers, directors, and greater than ten percent beneficial owners are...

  • Page 113
    -63- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 114
    ... Plan.(i) Restricted Stock Agreement Form of Option Agreement for Non-Employee Directors.(i) Form of Option Agreement for Officers.(i) 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...

  • Page 115
    ... 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) Agreement among Republic Airways Holdings Inc., Chautauqua Airlines, Inc...

  • Page 116
    ... among Republic Airways Holdings Inc., Imprimis Investors, LLC, Wexford Spectrum Fund I, L.P., Wexford Offshore Spectrum Fund, Wexford Partners Investment Co. LLC, WexAir LLC, and Delta Air Lines, Inc.(i) Loan and Security Agreement, by and between Fleet Capital Corporation and Chautauqua Airlines...

  • Page 117
    ... 27, 2002, by and between Fleet Capital Corporation and Chautauqua Airlines, Inc.(i) Lease Agreement by and between the Indianapolis Airport Authority and Chautauqua Airlines, Inc. dba US Airways Express, dated as of June 17, 1994.(i) First Amendment to Office Lease Agreement, by and between the...

  • Page 118
    ... of Republic Airways Holdings Inc. issued to Delta Air Lines, Inc.(i) Form of warrant to purchase shares of common stock of Republic Airways Holdings Inc. issued to Delta Air Lines, Inc.(i) Delta Connection Agreement, dated as of June 7, 2002, by and among Delta Air Lines, Inc., Chautauqua Airlines...

  • Page 119
    ...Wayne C. Heller and Republic Airways Holdings Inc., dated as of February 20, 2007. (xx) Port Columbus International Airport Signatory Airline Operating Agreement and Lease, dated as of January 1, 2000.(i) Office/Shop Space Permit by and between Signature Combs and Chautauqua Airlines, Inc., dated as...

  • Page 120
    ...Republic Airline Inc., dated as of November 9, 2004.(viii) 10.39(g)†Amendment No. 7 to Purchase Agreement DCT-014/2004 between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline... Republic Airline Inc., dated as of September 19, 2006. 10.40(j)* Source: REPUBLIC AIRWAYS HOLDINGS ...

  • Page 121
    ... Letter Agreement, by and between United Air Lines, Inc. and Republic Airways Holdings Inc., dated as of July 7, 2004.(ii) Lease Agreement, by and between Chautauqua Airlines, Inc. and the Indianapolis Airport Authority, dated as of December 17, 2004.(viii) Delta Connection Agreement, dated as of...

  • Page 122
    ... Purchase Agreement, by and between Continental Airlines, Inc., Republic Airways Holdings Inc. and Chautauqua Airlines, Inc., dated as of July 21, 2006.(xix) Airline Services Agreement, by and between Frontier Airlines, Inc., Republic Airline Inc., Frontier Airlines Holdings, Inc. and Republic...

  • Page 123
    .... Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006. Incorporated by reference to the Registrant's Current Report on Form 8-K filed on February 26, 2007. -69- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by...

  • Page 124
    .... REPUBLIC AIRWAYS HOLDINGS INC. (Registrant) Dated: March 15, 2007 By: /s/ Bryan K. Bedford Bryan K. Bedford Chairman of the Board, Chief Executive Officer and President (principal executive officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed...

  • Page 125
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 126
    ..., the parties hereto agree as follows: 1. Award. The Company has awarded to the Executive restricted shares covering _____ shares of the Common Stock (the "Shares") at a purchase price per share of $.001 par value. The Executive shall pay the aggregate purchase price of $_____ in cash on the date of...

  • Page 127
    ... the time of delivery except as otherwise required by applicable law. 7. Adjustments Upon Changes in Capitalization. Upon a Change in Capitalization (as defined in the Plan), an equitable substitution or adjustment may be made in the kind and/or number of Shares subject to the restricted stock award...

  • Page 128
    By: Name: Title: [Name of Executive] Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 129
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 130
    ...as of November 14, 2006 ("Amendment No. 17") 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...

  • Page 131
    "Any progress payment for *** would otherwise be due *** shall be due ***." _____ ***Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 132
    ... the Purchase Agreement is hereby deleted in its entirely and replaced with the following: Firm A/C Delivery Month 49 Jan 07 Firm A/C 86 Delivery Month Jul 08 Note: The first 48 EMBRAER 170 Aircraft (Aircraft #1 to # 48) were already delivered. _____ ***Confidential Source: REPUBLIC AIRWAYS...

  • Page 133
    ... paragraph of Article 23 and delivery schedule table of the Purchase Agreement are hereby deleted and replaced by the following: "Buyer shall have the option to purchase up to seventy-nine (79) additional Option Aircraft, to be delivered on the last day of the applicable month set forth below or...

  • Page 134
    ...information regarding the inclusion of the EMBRAER 175 *** Aircraft. If requested by Buyer, ***, which will ***, and this ***. Embraer shall provide to Buyer Attachment "E" to the Purchase... without any change. _____ ***Confidential (Signature page follows) Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 135
    ... Fleury Curado Title: Executive Vice President Airline Market Republic Airline Inc. /s/ Bryan Bedford Name: Bryan Bedford Title: President Date: November 14, 2006 Place: Indianapolis /s/ Jose Luis D. Molina Name: Jose Luis D. Molina Title: Director of Contracts - Airline Market Date: November 14...

  • Page 136
    ... described in the items below. 2. EMBRAER 175 Optional Equipment The EMBRAER 175 Aircraft will also be fitted with the following options selected by Buyer: 2.1 Aircraft Model and Engines a) EMBRAER 175 LR b) GE CF34-8E5 Engines 2.2 Options By Ata Chapter Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 137
    Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 138
    ... gray BAC707. 3.2 INTERIOR FINISHING: Buyer shall inform Embraer on or before *** months prior to the relevant Aircraft Contractual Delivery Date of its choice of materials and colors of all and any item of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and...

  • Page 139
    _____ ***Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 140
    ... recalculation of the MCG rate specified in items "b" and "c" above, at Embraer criteria. Fleet Size: A minimum fleet size of *** Aircraft (*** EMBRAER 170 and *** EMBRAER 175 delivered in accordance with Article 5 of the Purchase Agreement ***). Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15...

  • Page 141
    ... APU hour per flight hour and *** APU cycle per flight cycle plus or minus *** APU cycle per flight cycle. Buyer's fleet-wide average annual Aircraft utilization shall be *** flight hours, plus or minus Labor rate: *** per man-hour ***. _____ ***Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 142
    ... APU cycle per flight cycle. Buyer's fleet-wide average annual Aircraft utilization shall be *** flight hours, plus or minus Labor rate: *** per man-hour Maintenance Review Board Report: MRB 170. i. The following are the elements covered under this Maintenance Guarantee: 1. Material cost for non...

  • Page 143
    8. Normal line operations activities (i.e. Aircraft servicing) including but not limited to walkaround (i.e. visual inspection), fueling, parking, washing, lavatory servicing and gallery servicing. 9. Service bulletins and or airworthiness directives. 10. Parts or components returned from vendors ...

  • Page 144
    ... in airline service in accordance with the applicable Air Authority regulations and as recommended by Embraer through the official and updated Operations and Airplane Flight Manual. b. Inspection Program: The Aircraft shall be maintained in accordance with the current Maintenance Review Board Report...

  • Page 145
    ...available to airline personnel for assisting them with the maintenance and operation of the Aircraft. A set of recommended manuals or a electronic link to the data should be available at all maintenance bases (line... ***Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15,...

  • Page 146
    ... such price to be included in this guarantee provided Buyer maintained the minimum stock level recommended by Embraer. i. Buyer will be required to provide Embraer an every three month service bulletin status report, containing service bulletin number, Aircraft serial number, Aircraft total time and...

  • Page 147
    ... any reports produced pursuant to this Attachment. m. Duplicated Guarantee: If Buyer negotiates directly with any of Embraer's suppliers/vendors a particular maintenance cost guarantee or equivalent program (including fleet hour agreements), _____ ***Confidential Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 148
    ATTACHMENT "E" - DIRECT MAINTENANCE COST GUARANTEE or an alternative support program with Embraer, the Parties shall negotiate in good faith and agree on the portion of cost related to this equipment/system that shall be excluded from the MCG rate, specified in Article I.b and I.c, and shall result...

  • Page 149
    ...'s fleet of Aircraft in regular revenue service, which are the subject of this Agreement. ADRP shall be computed monthly commencing *** by Buyer, as follows: *** II. Embraer, subject to the conditions and limitations expressed herein, will guarantee the Aircraft's schedule reliability percentage as...

  • Page 150
    ... action does not provide the required improvement in the ADRP. 3. *** Embraer shall issue a proposal to Buyer showing the price of the relevant Service Bulletin and the effectiveness of such modification for Buyer. _____ ***Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007...

  • Page 151
    ... Aircraft departures and the Maintenance Interruptions related to the SAC Aircraft, Owned Aircraft and GECC Aircraft shall be accounted for at the time these aircraft start their revenue service by Buyer under this Purchase Agreement. All previous regularly scheduled revenue Aircraft departures...

  • Page 152
    - Passenger and/or baggage loading - Non-availability of spares or equipment - Non-availability of personnel _____ ***Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 153
    ...: Aircraft shall be operated in airline service in accordance with the Aviation Authority regulations and as recommended by Embraer through the official and most updated Operations and Airplane Flight Manual. Buyer shall have available one spare Aircraft for each twenty Aircraft at all times...

  • Page 154
    ... shows current stocking levels and the locations of all Aircraft spare parts and will make any recommendations on additional inventory if needed. f. Parts Repair: All shop repairs shall be performed in Embraer's or Embraer's suppliers' authorized repair shops. Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 155
    ... levels of required tooling and ground support equipment in good working order at all times. l. Reliability Reporting: Buyer shall monthly provide to Embraer, in electronic format, a reliability and maintenance cost report in accordance with the latest revision of the Embraer's Service News Letter...

  • Page 156
    ... such man-hours (provided that Buyer may not consider any benefits to Buyer under any product guarantees to the extent resulting from Buyer's decision to comply or not to comply with or implement a recommendation, change, or solution). _____ ***Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 157
    ... An Achieved Dispatch Reliability Review Meeting shall be scheduled, if necessary, and at the end of each six (6) month period of Buyer's Aircraft operation. Representatives of Buyer and Embraer shall participate in the meetings and will: 1. Review current Achieved Dispatch Reliability; 2. Eliminate...

  • Page 158
    ... of Attachment "C" (Aircraft Warranty Certificate) to the Purchase Agreement. VIII. The guarantee hereby expressed is established between Embraer and Buyer and it cannot be transferred or assigned to others, unless by previous written consent of Embraer. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 159
    ...Certification Basis regulations specified in the Aircraft Type Certificate Data Sheet. 3.3 The cruise specific air range and the climb, cruise and descent portions of the mission guarantees include allowances for normal electrical power extraction and normal operation of the air conditioning system...

  • Page 160
    .... 3.5 The cruise specific air range, speed and the climb, cruise, and descent portions of the mission guarantees are based on an Aircraft center of gravity location of ***% of the mean aerodynamic chord. 3.6 Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of 18,580...

  • Page 161
    ... AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER RIGHTS, CLAIMS, DAMAGES AND REMEDIES OF BUYER AGAINST EMBRAER OR...and conditions of Attachment "C" (Aircraft Warranty Certificate) to the Purchase Agreement. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15,...

  • Page 162
    ... as of September 19, 2006 ("Amendment No. 9") 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...

  • Page 163
    ... Name: Satoshi Yokota Title: Executive Vice President Engineering and Development Republic Airline Inc. /s/ Bryan Bedford Name: Bryan Bedford Title: President Date: September 20, 2006 Place: Indianapolis /s/ Jose Luis D. Molina Name: Jose Luis D. Molina Title: Director of Contracts - Airline Market...

  • Page 164
    ... to the contrary contained in this Purchase Agreement including but not limited to Article *** of the Purchase Agreement, the ***, Buyer shall *** shall be *** ***. 8.2 If at any time Embraer shall ***, Embraer shall ***." . 4. *** Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered...

  • Page 165
    ... 6. *** 7. Schedule 5: Embraer shall ***, and each *** shall *** 8. ***: If ***, Embraer's *** shall be ***. 9. Code Share Agreements: Notwithstanding the ...full force and effect without any change. _____ ***Confidential (Signature page follows) Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, ...

  • Page 166
    ... Fleury Curado Title: Executive Vice President Airline Market Republic Airline Inc. /s/ Bryan Bedford Name: Bryan Bedford Title: President Date: November 14, 2006 Place: Indianapolis /s/ Jose Luis D. Molina Name: Jose Luis D. Molina Title: Director of Contracts - Airline Market Date: November 14...

  • Page 167
    ... 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. United Express® Agreement between United Air Lines, Inc. and Shuttle America Corp. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 168
    ... ASSISTANCE AIR SERVICES TO BE PROVIDED BY CONTRACTOR AIRCRAFT TO BE USED TECHNICAL SPECIFICATIONS SCHEDULES AND CHARTERS TO BE OPERATED BY CONTRACTOR INVENTORY FLIGHT CREWS TO BE USED INFLIGHT SALES OPERATING RESTRECTIONS UNITED EXPRESS OPERATIONS ONLY CODE SHARE LIMITATION NO OPERATION OUTSIDE...

  • Page 169
    ... BOARDING INFORMATION OPERATING PERFORMANCE FINANCIAL STATEMENTS BENCHMARKING GOVERNMENT FILINGS COPY OF GOVERNMENT REPORTS INDEPENDENT CONTRACTORS AND UNAUTHORIZED OBLIGATIONS INDEPENDENT CONTRACTORS EMPLOYEES UNAUTHORIZED OBLIGATIONS CONTRACTOR OPERATED FLIGHTS DEFAULT AND TERMINATION OPERATIONS...

  • Page 170
    XXIX. XXX. XXXI. XXXIII. CONFIDENTIALITY RELATED AND THIRD PARTY AGREEMENTS ENTIRE AGREEMENT REFERENCES TO TIME PERIODS APPENDIX A APPENDIX B APPENDIX E DEFNITIONS APPENDIX F APPENDIX G APPENDIX H APPENDIX I APPENDIX J Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by ...

  • Page 171
    ..." means any type and amount of aircraft set forth in Appendix B. B. "Apollo Services" means the computerized Apollo Reservations and Ticketing Service (or any similar or substitute service offered by or on behalf of United), which performs flight, hotel, rental car and other travel related services...

  • Page 172
    ... of the following: (1) customer service ticket counter, (2) customer service gates (3) ground handling ramp, including mail and freight, (4) gate receipt and dispatch; all in accordance with United Express Service Standards. J. "Joint Location" means any airport terminal where Contractor provides...

  • Page 173
    ... Passengers. A passenger traveling on any other type of free or service charge-based ticket, including, but not limited to, a site inspection ticket, or wholesaler compensation ticket, any travel agent or wholesaler traveling on a positive space or space available ticket, and any employee of United...

  • Page 174
    ... acknowledges that United has been required to furlough some of its pilots over the past several years. As additional consideration, Contractor has agreed to provisions outlined in Letter Number 03-22, "Job Opportunities for Furloughed United Pilots" between United and the Air Line Pilot Association...

  • Page 175
    ...expense claim shall be limited to actual services rendered at the contract rate and shall not include any claim for future damages or lost profits resulting from such termination, (b) for any amounts paid or required to be paid by Contractor (i) to United Express passengers, (ii) under interline and...

  • Page 176
    ... electronic ticketing service, E-TicketSM) and boarding passes, advance seat reservation system and United's automated baggage tag printing and baggage tracing systems. 3. Participating in United's Mileage Plus® Program. At United's discretion, all passengers with paid tickets traveling on a flight...

  • Page 177
    ... notifying passengers of confirmation on United, Contractor and other airlines and clearance from wait-list. e. Reviewing and processing inbound prepaid ticket advices. f. Providing reservations services to the hearing impaired via a special telephone number during normal business hours. g. Comply...

  • Page 178
    ... be direct billed to and payable by United. 4. Travel Agent Commissions. United will be responsible for and shall pay directly all travel agent commissions charged in connection with the sale of tickets or other services on Contractor's United Express Service. Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 179
    ... "dispatch" will include, but will not be limited to, all planning of aircraft itineraries and routings, fueling and flight release. 4. Compliance with Statutes. Contractor hereby represents, warrants and covenants that all air transportation services performed by it pursuant to this Agreement or...

  • Page 180
    ...during all normal hours of operation. If the number of daily departures does not exceed [*] per day, then Contractor will provide a point of contact and make a representative available on a limited basis as requested by United. _____ * Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March...

  • Page 181
    ... is required to participate in CORA and United will be responsible for slot management of Contractor's United Express flights G. TARIFFS AND SCHEDULE PUBLICATION 1. General. a. United shall have the sole right and power to establish and modify, from time to time, the fare/rate classes and fare/rate...

  • Page 182
    ... in the OAG or any successor publication commonly used by the airline industry for the dissemination of schedule information. Such notations shall comply with all applicable regulations of DOT. H. ADVERTISING AND PROMOTIONS 1. Travel Certificate Program. United will allow Contractor to accept, and...

  • Page 183
    ... Information unless mandated by the government. 2. Installation and Training. United shall install or cause to be installed a minimum of one terminal plus associated equipment for printing messages, data, air tickets, boarding passes and baggage tags ("Automation Equipment") at Contractor's airport...

  • Page 184
    ... booking or reservation of space for any airline, hotel, rental car company, or any other vendor's service or product available through Apollo Services. 4. Maintenance, Repair and Modification. a. United will provide or cause to be provided to Contractor repair and maintenance services required for...

  • Page 185
    ... with all information in Contractor's possession or that can be reasonably produced by Contractor that United may require to carry out the services and functions contemplated by this Article III. IV. AIR SERVICES TO BE PROVIDED BY CONTRACTOR A. AIRCRAFT TO BE USED 1. Aircraft Types. Unless otherwise...

  • Page 186
    ... the ratio of "aircraft in schedule" divided by "aircraft in fleet" shall not exceed [*] for all aircraft types. United shall pay costs that are consistent with every other aircraft in the program, including aircraft ownership costs and one-time startup costs relating to such spare aircraft. This is...

  • Page 187
    ... any regulatory requirements with respect to service to affected airports. Contractor will ensure that any of its requests for changes in the use by Contractor of the "UA" or "UA*" code on future routes or in the flight frequencies or city pairs, or any of them, as operated or served by Contractor...

  • Page 188
    ... and leisure travel must be ticketed on United approved ticket stock with Contractor's full IATA serial and ticketing numbers. Positive space travel is permitted for Contractor's, Contractor's affiliates and United's employees for actual business purposes, including deadheading flight crews, and for...

  • Page 189
    ...United's Hubs (DEN, IAD, LAX, ORD, SEA, SFO) for any carrier that has or attempts to have hub operations at any of those same hubs in connection with such hub operations of such carrier. B. CODE SHARE LIMITATION Other than code share or marketing agreements operated for US Airways and Delta Airlines...

  • Page 190
    ... the license hereby granted and require Contractor's use of any new or different Marks in conjunction with the air transportation services provided hereunder as United may determine in the exercise of its sole discretion and judgment. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007...

  • Page 191
    ... this Agreement infringes a registered trademark or service mark of any third party in the United States, and will pay all costs, damages and attorneys' fees that a court finally awards as a result of such claim. To qualify for such Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered...

  • Page 192
    ...participate in the new cost saving initiative. Contractor and United shall agree on a case-by-case basis how to share the benefits of any cost savings initiatives. C. FUEL United, by or through it's subsidiaries, agents or affiliates, shall have the option to procure fuel and fuel services for or on...

  • Page 193
    ...granted to certain employees of the other party certain passes and reduced rate pleasure travel privileges. However, United has the right to retain all revenue generated from reduced rate travel, including companion passes, both on United and United Express operated flights. F. ENVIRONMENTAL 1. With...

  • Page 194
    ... services to be provided by Contractor hereunder, the right of United to (i) control all aspects of inventory as described in Article IV.D, (ii) receive and retain all air fares, cargo rates and mail charges received by Contractor and United, and (iii) receive and retain all other revenue received...

  • Page 195
    .... United will pay actual aircraft ownership costs for the ERJ-170 fleet provided the fleet average remains between [*] and [*]. United also reserves the right to finance any aircraft allocated for United Express Services subject to the requirements of paragraph c below. Contractor agrees to share on...

  • Page 196
    ... actual number of aircraft operated in revenue service will be used to determine the basis for the Amended [*]. c)Right to Finance. Before finalization of any and all aircraft purchase and financing agreements, Contractor will advise United of expected, estimated ownership costs for aircraft covered...

  • Page 197
    ... calendar year for that individual Operating Goal. i. Contractor's On-Time Zero ("On-Time Zero or On-Time") Operating Goal is calculated as equal to United's Operating Mainline Performance (United Airlines' domestic mainline flights, weighted by departures), adjusted downwards [*] percentage points...

  • Page 198
    ...Bag Performance (domestic flights, weighted by departures). iv. Contractor's Year 1 Repurchase Intent ("Repurchase Intent or RPI") Operating Goal will be United Express Best Practice minus [*] percentage points. Concurrent with the annual goal setting process, starting in year [*] and ending in year...

  • Page 199
    ...upon Contractor's scheduled operating goals established herein ("Operating Goals" or "Monthly Operating Goals"). Contractor's performance is evaluated with respect to actual (i) on-time performance, (ii) controllable flight completion rates (iii) baggage handling, and (iv) customer repurchase intent...

  • Page 200
    ... assistance or bail-out plans that cover costs not incurred by the Contractor or revenues that are generated by passengers carried by Contractor and pertaining to Contractor's United Express Service will be forwarded directly to United. Examples include, but are not limited to, direct payments to...

  • Page 201
    ...,000 combined single limit, for all of Contractor's United Express employees. United shall in no way be liable for any workers' compensation claims paid by Contractor related to any of Contractor's operations. The Contractor's insurer agrees to waive rights of subrogation against United with respect...

  • Page 202
    ... misconduct or gross negligence of Contractor or its officers, directors, employees or agents), which is in any way related to the services of United contemplated by or provided pursuant to this Agreement. Contractor will give United prompt and timely notice of any claim made or suit instituted...

  • Page 203
    ...'s parent company, and any wholly-owned subsidiary of Contractor or its parent, and their respective employees, officers, directors and agents. For purposes of this Article XIII any passenger who connects in any city from a flight on United or Contractor (the "Carrying Party") within four (4) hours...

  • Page 204
    ... during the preceding month for each of the items designated by United, including, but not limited to, Operating Performance Standards and aircraft appearance. C. CORPORATE AUDIT United may inspect and audit Contractor's corporate records related to Pass Through Costs at any time, provided that such...

  • Page 205
    ... any debt or obligation in Contractor's name ("Contractor Unauthorized Obligation"); and United hereby agrees to defend, indemnify, save, release and hold Contractor and its officers, directors, employees and agents harmless from Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered...

  • Page 206
    ... are conducted under the United Marks and listed under the UA designator code will not affect their status as flights operated by Contractor, and Contractor and United agree to advise all third parties, including passengers, of this fact. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15...

  • Page 207
    ...'s operations fall below C level performance in all of the following three goals for a period of three (3) consecutive months OR for a period of 6 months within a 12-month period: a. Controllable Flight Completion; b. Mishandled Bags; or c. On-Time Zero; Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 208
    ... false reports of a material nature D. SIMILAR AGREEMENTS United may immediately terminate this Agreement (i) if Contractor is in breach of the terms of Article V.A. (United Express Operations Only) or (ii) if Contractor is in breach of the terms of Article V.B (Code Share Limitation) (a "Section...

  • Page 209
    ... invests in or otherwise is responsible (financially or otherwise) for any business, activity or operation other than Contractor's United Express Services, and unless otherwise expressly agreed in writing with United, Contractor will ensure that the costs and expenses associated with or allocable to...

  • Page 210
    ... assignment, sublease or purchase; (ii) lease rates and other financial information relevant to the assignment, sublease or purchase; and (iii) the identity of and contact information for all parties with an interest in said aircraft. _____ * Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 211
    ..., owned by Contractor to support the operation of the aircraft type. The aggregate proportional share of Contractor's spare engines, spare parts and tools shall be determined as the number of aircraft acquired by United as a percentage of the Contractor's fleet, by aircraft type. Spare parts, spare...

  • Page 212
    ...another air carrier (a "Holding Company"), or a corporation directly or indirectly owned or controlled by any such Holding Company, United will have the option to terminate this Agreement without liability to Contractor, but shall have no such option if (1) Contractor or Republic is the acquiring or...

  • Page 213
    ... Notice by United. Within 10 business days after the later of (a) United's delivery of a ROFR Notice, or (b) the delivery to United by Contractor of the information referred to in paragraph 2, United shall have the right to withdraw its ROFR Notice. If (c) United does not issue a timely ROFR Notice...

  • Page 214
    ..., disability benefit payments, insurance costs and any other assessments or charges which relate directly or indirectly to the employment by United of United's employees. C. PERMITS AND LICENSES Contractor will comply with all federal, state and local laws, rules and regulations, will timely obtain...

  • Page 215
    ... United, addressed to: United Air Lines, Inc. 1200 E. Algonquin Road Elk Grove Township, Illinois 60007 Attn: - Director, United Express Fax: 847-364-6728 and to Contractor, addressed to: Shuttle America Corp. 8909 Purdue Road, Suite 300 Indianapolis, Indiana 46268 Attn: Chief Executive Officer Fax...

  • Page 216
    ...conferred upon or reserved to Contractor or United by this Agreement is intended to be, nor shall be deemed, exclusive of any other right or remedy herein or by law or equity provided or permitted, but each will be cumulative of every other right or remedy. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 217
    ... by law (including federal or state securities laws or regulations) or by the rules and regulations of any stock exchange or association on which securities of either party or any of its affiliates are traded, or in any proceeding to enforce the Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15...

  • Page 218
    ... oral and written, received from the other and designated as such by the other without the prior written consent of the party providing such confidential information or data. C. If either party is served with a subpoena or other process requiring the production or disclosure of any of the agreements...

  • Page 219
    ... Agreement unless termination shall otherwise be effected in accordance with the terms of such Related Agreements. a. Reciprocal Interline Agreement/Space Available Employee and Eligible Travel Agreement (United Contract No. 165980) b. United Express Positive Space Travel Agreement (United Contract...

  • Page 220
    ...AIRLINES, INC. /s/ Bryan K. Bedford Name: Bryan K. Bedford Title: Chief Executive Officer /s/ Frederic F. Brace Name: Frederic F. Brace Title: Executive Vice President and Chief Financial Officer Accepted & Agreed as to Sections XVII B & C only REPUBLIC AIRWAYS HOLDINGS INC. /s/ Bryan K. Bedford...

  • Page 221
    APPENDIX A UNITED MARKS UNITED EXPRESS Stylized UNITED EXPRESS lettering UNITED EXPRESS colors Stylized letters UA Uniform Design Aircraft exterior and interior color decor Other United Marks approved by United for use by Contractor Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 ...

  • Page 222
    APPENDIX B RJ- 70FLEET PLAN Units Delivery Dates: 10/17/2004 11/1/2004 ...Service Spare Total Deliveries Total 28 26 2 28 Note: Contractor shall not be liable for any aircraft delivery delays resulting from verifiable manufacturer caused actions. _____ * Confidential Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 223
    ...Ramp Airport Customer Service/Ticket Counter* Receipt/Dispatch * Includes Small Package Dispatch (SPD) *** For purposes of the table above, Contractor or United, as applicable, shall provide or cause to be provided the designated services as shown in the table. Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 224
    ...) for the purpose of providing passenger processing and operations in the configuration and under the procedures specified by United. (f) Baggage handling, delivery and tracing in accordance with procedures issued by United. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered...

  • Page 225
    ... COSTS IN 2005 ECONOMICS United shall pay Contractor the following Reimbursement Category Unit Rates for Contractor's United Express flights operated using the aircraft set forth below [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] _____ * Confidential Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 226
    REIMBURSEMENT CATEGORIES PASS-THRU COSTS [*] [*] [*] [*] [*] [*] _____ * Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 227
    ... the following work categories: ii) Pilots and Flight Attendants for all equipment types, including reserve crews and any other crews on the Contractor payroll. iii) Pilot and Flight Attendant Administration and Management, including senior management crew scheduling, labor relations management. iv...

  • Page 228
    ...: Parts, spares, tools, equipment and any other personnel, service or material expenses, associated with the maintenance of Contractor's aircraft or maintenance functions. viii) Operations Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research...

  • Page 229
    ...'s flights. c) Catering and on-board services: Includes all cost associated with providing food (snack and beverage service) for passengers, excluding liquor. This includes but is not limited to costs for the food and beverages, catering supplies d) Crew Scheduling: Labor for all management and...

  • Page 230
    ..., with respect to airport security services 7. Engine LLP Coverage - a part with a limitation on use stated in cumulative engine flight hours or cycles, established by the OEM or the Federal Aviation Administration. 8. [*] _____ * Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March...

  • Page 231
    APPENDIX F INCENTIVE PROGRAM Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 232
    ...insurance which is carried by United. 6. The Insurers agree to waive their rights of subrogation against United, its officers, directors, employees and indemnitees, to the extent the Contractor has waived and released its rights under the Agreement. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March...

  • Page 233
    ..., change or lapse shall have been mailed to United. 9. With respect to claims or causes of action in favor of United or its directors, officers, agents or employees, they shall not be considered as additional insured thereunder. Dated: Authorized Representative: Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 234
    ... program. • Formal process to routinely bring safety and compliance issues to the attention of carrier's senior management. • Anonymous safety hazard reporting system. • A Senior Management policy statement supporting open safety reporting by employees. • Director of Safety, reporting to the...

  • Page 235
    ...of regulations, but to instead serve as a simple, helpful source of information. The Service Standards outlined herein may change from time to time, subject to the needs of the operation and our product delivery objectives. Any changes to these standards are at the sole discretion of United Airlines...

  • Page 236
    ...line wait time: 10 minutes • Jet bridge delivery time: 1 minute • Meet the inbound aircraft (non-jet bridge locations) and open aircraft passenger door within 2 minutes of block time. Service Tools: Customer Problem Resolution, or CPR, was created as a means to provide customer service employees...

  • Page 237
    ... Customer Service supplies to conduct its day-to-day business operation. Such carrier will use United Airlines designated supplies and vendors and is responsible for the purchase of those supplies, except where United handles that carrier. RAMP SERVICE Uniforms: United Express employees are required...

  • Page 238
    ... interline drop point. Goals for the United Designated Ramp Service Provider: • Claim Area Baggage Delivery: Priority Bags delivered First; Last City bag delivered within 20 minutes of flight Block time • Scanning: 97% scanning rate uploaded within 10 minutes of departure of each flight • MBTA...

  • Page 239
    ... extent, the public's opinion of the United brand, uniformed employees must be mindful of this and conduct themselves accordingly. For complete information on the uniform and accessory items, review the Customer Service Uniform Appearance Guidelines. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 240
    ...United Airlines. United acknowledges that Contractor has priced its rates for in flight service to provide a soft drink and a peanut-like snack to each passenger. Any changes to this level of in flight service will require an adjustment to the catering cost category. • Each United Express aircraft...

  • Page 241
    ... will provide adequate staffing in the United Airlines SOC of each designated hub city where the Contractor has more than 100 daily departures. Such Staffing, when required, will be provided during all normal hours of operation. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered...

  • Page 242
    ... POSITION'S ENTITLED TO POSITIVE SPACE LEISURE TRAVEL ON CONTRACTOR'S UNITED EXPRESS FLIGHTS [*] [*]& Chief Operation Officer [*] [*] Does not include children or other dependents _____ * Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document...

  • Page 243
    ... For operations at a non-United hub, the minimum turn time will be [*]. Turn times for aircraft that will have a scheduled crew change will be a minimum of [*]. 2. Aircraft Maintenance Requirements Contractor will require the greater of [*] aircraft or [*] of the fleet to be scheduled for overnight...

  • Page 244
    [*] _____ * Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 245
    ... with Regulations); Article 2 (Air Transportation Services to be Provided by Republic), excluding Section 2.14; Article 3 (Operation Under the "US Airways Express" Name); Article 4 (US Airways' Support Services and Facilities); Sections 5.1 through 5.7 of Article 5 (Purchase of Available Seat Miles...

  • Page 246
    Requirements); Exhibit 5.1 (Pricing Model... limited to Section 2.10 "Jets for Jobs", shall remain in full force and effect and Republic ...executed counterpart of the Third Amendment enforceable against the executing party. (signature page follows) _____ *Confidential Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 247
    ... to be executed by their duly authorized representatives on the day and year first above written. REPUBLIC AIRLINE, INC. US AIRWAYS, INC. /s/ Scott Kirby Name: Scott Kirby Title: President /s/ Bryan K. Bedford Name: /Bryan Bedford Title: President Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 248
    ANNEX A [*] _____ * Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 249
    ... with the Securities and Exchange Commission. AIRLINE SERVICES AGREEMENT Between Frontier Airlines, Inc.and Republic Airline, Inc. and, in a limited capacity, Frontier Airlines Holdings, Inc. and Republic Airways Holdings Inc. Dated as of January 11, 2007 Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 250
    ... Schedule, together with operational assumptions for the month (the "Operational Assumptions"), including without limitation the weighted average number of Covered Aircraft, estimated passengers, revenue passenger miles, departures, block hours, and flights hours, based on the Final Monthly Schedule...

  • Page 251
    ...out of service due to scheduled maintenance or to cover for other irregular operations, provided, RAI may use the Spare Aircraft for flights operated for its own benefit or to cover flights for any other airline subject to the following conditions: (1) Frontier will have the right to designate which...

  • Page 252
    ...03 Pass Travel. RAI maintenance personnel traveling to provide critical repair services and dead heading RAI crews will be entitled to travel on flights operated by RAI or Frontier as must ride passengers. Commuting RAI crew members and all other RAI employees will be entitled to travel on Frontier...

  • Page 253
    ... statements of income and retained earnings and of cash flows of RAI Holdings for such year, setting forth in each case in comparative form the figures for the previous year, reported on by an independent certified public accountants of nationally recognized standing; and (II) as soon as available...

  • Page 254
    ...Base Compensation for the Scheduled Flights during the month to which such Final Monthly Schedule and Operational Assumptions pertain, calculated in accordance with Paragraph 2 of Exhibit D. Frontier shall pay RAI the amount due under such invoice (the "Invoiced Amount"), subject to Frontier's right...

  • Page 255
    ... Airline Services under this Agreement for which RAI will be reimbursed by Frontier. These costs and expenses are indicated as "Pass-Thru Costs" on Appendix 1 to Exhibit D. RAI will pay all Pass-Thru Costs in advance, and will submit to Frontier an invoice together with all supporting documentation...

  • Page 256
    ... right, at its own cost, to inspect, review, and observe RAI's operations of Scheduled Flights. Notwithstanding the conduct or absence of any such review, RAI is and shall remain solely responsible for the safe operation of its aircraft and the safe provision of Regional Airline Services, including...

  • Page 257
    ...route authorities or other approval required for such service at its own cost and expense, provided such items may be held and controlled by Frontier. If it is required that RAI, as the operator of the Scheduled Flights, obtain the authorities and approvals, or if Frontier is prohibited from holding...

  • Page 258
    ... any contracts or agreements of any kind or type that would prohibit or restrict RAI's ability to operate the Covered Aircraft on any city pair, segment or route requested by Frontier pursuant to the terms of this Agreement. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by...

  • Page 259
    ..., at other cities served by the Covered Aircraft; (d) denied boarding amenities and travel voucher compensation certificates consistent with Frontier mainline customer service programs; (e) customer reaccommodations due to schedule disruption; (f) interface and all technological support necessary to...

  • Page 260
    ... agrees to assume any and all of the seller's rights, duties and obligations arising under this Agreement and the non-selling party consents in writing in advance to such sale, assignment, transfer or conveyance. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar...

  • Page 261
    ...for a business organization of RAI's size and nature, under the insurance market conditions in effect at the time of placement, but in any event of the type and the amount that Frontier may reasonably require to prevent or minimize a disruption in the provision of Regional Airline Services resulting...

  • Page 262
    ... shall be a certificate of insurance. If RAI fails to acquire or maintain insurance as herein, provided, Frontier may at its option secure such insurance on RAI's behalf at RAI's expense. _____ * Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar...

  • Page 263
    ...control, or a bailee, of such aircraft, equipment or facilities. Section 7.02 Frontier Indemnification of RAI. Frontier shall be liable for and hereby agrees fully to defend, release, discharge, indemnify, and hold harmless RAI, its directors, officers, employees, and agents from and against any and...

  • Page 264
    ... will, in all events, be transmitted by Frontier to RAI's designated representative. Nothing contained in this Agreement is intended to limit or condition RAI's control over its operations or the conduct of its business as an air carrier. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007...

  • Page 265
    ...for all purposes, as an independent contractor and not as an agent for RAI. (d) RAI Flights. The fact that RAI's operations are conducted under Frontier's Marks and listed under the F9 designator code will not affect their status as flights operated by RAI for purposes of this Agreement or any other...

  • Page 266
    ...is a material safety concern with the operation of any Scheduled Flights, or (ii) the grounding of the Covered Aircraft by regulatory or court order or other governmental action. In the event that Frontier shall not have delivered written notice of termination pursuant to this Section 8.02(b) within...

  • Page 267
    ... days of sending the notice of termination pursuant to Section 8.02(a), Frontier will provide an irrevocable Wind-Down Schedule according to which the Covered Aircraft will be withdrawn from the capacity purchase provisions of this Agreement. The Wind-Down Schedule will provide for the withdrawal of...

  • Page 268
    ... of Scheduled Flights (calculated on a daily basis) on any day of the week equals or exceeds the Controllable Completion Factor Percentage Target Threshold of Scheduled Flights, Frontier shall not be required to pay any of the Fixed Cost elements set forth on Appendix 1 to Exhibit D. The rights set...

  • Page 269
    _____ * Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 270
    ... and the transactions contemplated hereby. (f) Financial Statements. The financial statements (including the related notes and supporting schedules) of RAI Holdings delivered (or, if filed with the Securities and Exchange Commission, made available) to Frontier immediately prior to the date hereof...

  • Page 271
    ... subject of an unfavorable decision, ruling or finding, would result in a material adverse effect on RAI or on its ability to conduct its businesses, to provide Regional Airlines Services and otherwise to perform its obligations hereunder. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007...

  • Page 272
    ... governmental authorities or threatened by others. (f) Financial Statements. The financial statements (including the related notes and supporting schedules) of Frontier Holdings delivered (or, if filed with the Securities and Exchange Commission, made available) to RAI immediately prior to the date...

  • Page 273
    ... the following Business Day), or (b) confirmed delivery by a standard overnight courier or delivered by hand, to the parties at the following addresses: if to Frontier: Frontier Airlines, Inc.7001 Tower Road Denver, Colorado 80249 Attention: Senior Vice President - Marketing & PlanningTelecopy No...

  • Page 274
    ... but such waiver shall be effective only if it is in writing signed by the party against which such waiver is to be asserted that ...giving rise to such right unless expressly waived in writing by each party against whom the existence of such waiver is asserted. Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 275
    ... party hereby agrees not to publicize or disclose to any third party (x) the terms or conditions of this Agreement, or any exhibit, schedule or appendix hereto or thereto, or any information, data, schedules, route information, fare schedules and rules shared between the parties during the course...

  • Page 276
    ..., any federal or state court in New York, New York having jurisdiction. (k) Confidentiality. All proceedings conducted hereunder and the decision and award of the Panel shall be kept confidential by the Panel and, except as required by law or stock exchange regulation or in any proceeding to enforce...

  • Page 277
    ...order to enforce or prevent any breach of the provisions of this Agreement. (b) Certain Liquidated Damages. RAI will update from time to time Exhibit B to reflect the exact in-service week and in-service day that each of the TBD aircraft appearing on Exhibit B is known, with notification to Frontier...

  • Page 278
    ... by such other party in order to meet any reporting requirements to, or otherwise in connection with any filing with or provision of information to be made to, any regulatory agency or other governmental authority. Section 10.17 Extension of Term. Frontier may extend the Term of this Agreement...

  • Page 279
    ... purchase provisions of this Agreement (whether at the end of such aircraft's scheduled term or otherwise), Frontier shall pay RAI for the pro-rata cost (based on useful life and using the then-current catalogue price for LLPs) of all LLPs consumed for all Scheduled Flights by such Covered Aircraft...

  • Page 280
    ... Frontier. (d) RAI Holdings hereby represents and warrants (i) that it has the necessary power and authority to execute and deliver this Agreement, (ii) all required consents, approvals and authorizations have been obtained with respect to the execution and delivery of this Agreement by RAI Holdings...

  • Page 281
    .... FRONTIER AIRLINES HOLDINGS, INC. By /s/ Jeff S. Potter Jeff S. Potter, President By /s/ Paul H. Tate Paul H. Tate, Senior Vice President REPUBLIC AIRWAYS HOLDINGS INC. By /s/ Bryan Bedford Bryan Bedford, President REPUBLIC AIRLINE INC. By /s/ Bryan Bedford, President Bryan Bedford, President...

  • Page 282
    ...Aircraft & Inservice Schedule Exhibit C - Aircraft Specification, Interior Configuration, Livery and Use of Frontier Marks Exhibit D - Compensation Exhibit E - Terms of Codeshare Arrangements Exhibit F - Use of RAI Marks Exhibit G - Reasonable Operating Constraints Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 283
    ... the United States Department of Transportation. Enplanement - means one passenger for such passenger's entire one-way flight itinerary, regardless of how many Scheduled Flights or flight segments comprise such itinerary. FAA - means the United States Federal Aviation Administration. Final Monthly...

  • Page 284
    ... the operating constraints on Scheduled Flights set forth on Exhibit G. Reconciled Expenses - are those Variable Cost elements subject to reconciliation as described in Exhibit D. Regional Airline Services - means the provisioning by RAI to Frontier of Scheduled Flights and related ferrying using...

  • Page 285
    ... EMB 170 EMB 170 Scheduled In-Service Month Scheduled In-Service Week Scheduled In-Service Day 1 Frontier will designate which of the first twelve aircraft will be the spare aircraft no later than delivery of the 12th aircraft. ² Aircraft initially delivered in two-class configuration and to be...

  • Page 286
    ... non-transferable, royalty-free right and license to adopt and use the Frontier Marks in connection with the rendering by RAI of Regional Airline Services, subject to the conditions and restrictions set forth herein. Ownership of the Frontier Marks. a. Frontier shall at all times remain the owner of...

  • Page 287
    ... on the tail of the aircraft, the Frontier flight code and other trade names, trademarks, service marks, graphics, logos, employee uniform designs, distinctive color schemes and other identification selected by Frontier in its sole discretion for the Regional Airline Services to be provided by RAI...

  • Page 288
    ...(scuff plates at passenger, cargo and service doors) FAA Cockpit Reinforced Door (1) Ditching Certification does not include any operational equipment required for Extended Overwater Operations, such as ELT, life rafts etc. Such equipment shall be acquired by Republic. (2) Last row of seats do not...

  • Page 289
    ...: - Extended wardrobe (PN171-43850-801) to accommodate 3 life rafts (PN 66536-103). - Embraer will implement the new weight increase modification with improved operational characteristics as described to Republic and Frontier. G12HM* 2 1 --2 G33FL* 6 4 --2 Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 290
    SCHEDULE 2 TO EXHIBIT C Frontier Marks [Missing Graphic Reference] [MissingGraphic Reference] Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 291
    SCHEDULE 3 TO EXHIBIT C Frontier E170 Livery [Missing Graphic Reference] [Missing Graphic Reference] Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 292
    ... the Fixed Cost cost elements will be calculated by multiplying (i) the Rate, times (ii) the Unit of Measure (as set forth in the Final Monthly Schedule and the Operational Assumptions for the month), times (iii) the Margin, where "W/A A/C" is the weighted average number of Covered Aircraft for the...

  • Page 293
    (a) Covered Aircraft fuel, including into plane charges, taxes and administrative fees; (b) Landing fees; (c) Passenger catering; (d) Travel agency and OAL related CRS booking fees; (e) Revenue taxes and PFCs; (f) Credit card processing fees; (g) Deicing services at all cities; (h) All customer ...

  • Page 294
    Exhibit D Appendices Appendix 1 Appendix 2 Base Compensation Rates Incentive Bonuses/Rebates Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 295
    APPENDIX 1 TO EXHIBIT D COST ELEMENT FIXED COSTS VARIABLE COSTS PASS-THRU COSTS _____ * Confidential SUBJECT SUBJECT TO MARGIN TO ESCALATION UNIT OF MEASURE RATE PERIODIC ADJUSTMENT Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007...

  • Page 296
    ... month or partial month after the 12th Covered Aircraft is placed in service, the percentage of RAI's Controllable arrivals within [* ] minutes will be measured using ACARS data for each completed Scheduled Flight as soon as practicable following the end of each calendar month of operation. A flight...

  • Page 297
    * Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 298
    ... RAI operated flights that display the F9 code are referred to herein as "F9 Flights". 2. RAI's display of F9 code. (a) All F9 Flights will be included in the schedule, availability and fare displays of all computerized reservations systems in which Frontier and RAI participate, the Official Airline...

  • Page 299
    ..., may place their two letter designator codes on flights operated by RAI with Covered Aircraft and to enter into agreements with such Alliance Airlines with respect thereto. RAI will cooperate with Frontier and any Alliance Airlines in the formation of a code share relationship between RAI and the...

  • Page 300
    ... the seat inventory of the Scheduled Flights. c. Frontier shall not use the RAI Marks for any purpose other than as set forth in this Exhibit F, and specifically shall have no right to use the RAI Marks in connection with any other operations of Frontier. d. RAI may change the RAI Marks at any time...

  • Page 301
    ... authorized representative of RAI. 7. RAI Marks. The RAI Marks are as follows: [Need Graphic Reference or other description of RAI Marks] 8. Survival. The provisions of this Exhibit F shall survive the termination of this Agreement for a period of six years. Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 302
    .... Frontier reserves the right to review RAI's crew schedules to ensure efficient and economic crew scheduling and agrees to negotiate economic settlement with RAI for schedule changes that materially affect crew utilization or line maintenance requirements. Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 303
    ...crew time, as such costs are provided to Frontier at the time Frontier provides notice to RAI of the Charter Flights, or sufficiently in advance of Frontier's bid for the Charter Flight to allow such costs to be passed through to the charterer. _____ * Confidential Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 304
    ... revenues are derived from code-share agreements with US Airways, Inc., Delta Air Lines, Inc., AMR Corp., the parent of American Airlines, Inc. and United Air Lines, Inc. and (ii) on January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based...

  • Page 305
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 306
    ....1 CERTIFICATION-Chief Executive Officer I, Bryan K. Bedford, Chief Executive Officer of Republic Airways Holdings Inc., certify that: 1. I have reviewed this annual report on Form 10-K of Republic Airways Holdings Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of...

  • Page 307
    Date: March 15, 2007 By: /s/ Bryan K. Bedford Name: Bryan K. Bedford Title: President, Chief Executive Officer and Chairman of the Board Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 308
    ....2 CERTIFICATION-Chief Financial Officer I, Robert H. Cooper, Chief Financial Officer of Republic Airways Holdings Inc., certify that: 1. I have reviewed this annual report on Form 10-K of Republic Airways Holdings Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of...

  • Page 309
    Name: Robert H. Cooper Title : Executive Vice President, Chief Financial Officer, Treasurer and Secretary Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 310
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„

  • Page 311
    ... with the Annual Report of Republic Airways Holdings Inc. (the "Company") on Form 10-K for the year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Bryan K. Bedford, President, Chief Executive Officer and Chairman of the Board of the...

  • Page 312
    ... with the Annual Report of Republic Airways Holding, Inc. (the "Company") on Form 10-K for the year ended December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert H. Cooper, Executive Vice President, Chief Financial Officer, Treasurer and...

  • Page 313
    _____ Created by Morningstar® Document Researchâ„ http://documentresearch.morningstar.com Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Researchâ„