Frontier Airlines 2008 Annual Report Download

Download and view the complete annual report

Please find the complete 2008 Frontier Airlines annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 251

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204
  • 205
  • 206
  • 207
  • 208
  • 209
  • 210
  • 211
  • 212
  • 213
  • 214
  • 215
  • 216
  • 217
  • 218
  • 219
  • 220
  • 221
  • 222
  • 223
  • 224
  • 225
  • 226
  • 227
  • 228
  • 229
  • 230
  • 231
  • 232
  • 233
  • 234
  • 235
  • 236
  • 237
  • 238
  • 239
  • 240
  • 241
  • 242
  • 243
  • 244
  • 245
  • 246
  • 247
  • 248
  • 249
  • 250
  • 251

Morningstar® Document Research℠
FORM 10-K
REPUBLIC AIRWAYS HOLDINGS INC - RJET
Filed: March 16, 2009 (period: March 16, 2009)
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 16, 2009 (period: March 16, 2009) Annual report which provides a comprehensive overview of the company for the past year

  • Page 2
    ... (State or other jurisdiction of incorporation or organization) REPUBLIC AIRWAYS HOLDINGS INC. (Exact name of registrant as specified in its charter) 06-1449146 (I.R.S. Employer Identification Number) 8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268 (Address of principal executive offices...

  • Page 3
    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, 2008 was approximately $295,909,000. Indicate the number of shares outstanding of the ...

  • Page 4
    ...Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Part III Directors and Executive Officers of the...

  • Page 5
    -2- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 6
    ... 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...

  • Page 7
    ... scheduled passenger service on approximately 1,250 flights daily to 109 cities in 35 states, Canada, Mexico, and Jamaica pursuant to code-share agreements with AMR Corp., the parent of American Airlines, Inc. ("American"), Continental Airlines, Inc. ("Continental"), Delta Air Lines, Inc. ("Delta...

  • Page 8
    airline services revenues. Midwest accounted for approximately 1% and Mokulele accounted for less than 1% of our regional airline services revenues for the year ended December 31, 2008. -4- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 9
    ... and Routes Markets As of December 31, 2008, we offered scheduled passenger service on approximately 1,250 flights daily to 109 cities in 35 states, Canada, Mexico, and Jamaica. The following illustrates the routes we flew for our Partners as of that date: Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 10
    -5- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 11
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 12
    -6- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 13
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 14
    -7- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 15
    -8- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 16
    ...work stoppages or other job actions and generally consider our relationship with our employees to be good. Executive Officers of the Company The following table sets forth information regarding our current executive officers, directors and key employees as of December 31, 2008: Name Bryan K. Bedford...

  • Page 17
    ... Executive Vice President and Chief Operating Officer of Chautauqua, and assumed responsibility for all aircraft maintenance, records and engineering. From April 1996 until August 1999 he was employed by Mesaba Airlines, Inc., as its Director of System Operations Control. He is a licensed pilot...

  • Page 18
    ... our US Airways Express, AmericanConnection, Delta Connection, United Express, Continental Express, Midwest Airlines and Mokulele Airlines flights. In addition, under our code-share agreements, our passengers participate in frequent flyer programs of the Partners, and the Partners provide additional...

  • Page 19
    ... our put or American exercises its call right, both parties are obligated to implement a schedule to terminate the code-share agreement in an orderly fashion and transition the aircraft from us to American. -10- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar...

  • Page 20
    ... fixed-fee code-share agreements. As of December 31, 2008, we provided 225 flights per day as Delta Connection. In connection with a marketing agreement among Delta, Continental and Northwest Airlines, certain of the routes that we fly using Delta and Continental's flight designator codes are also...

  • Page 21
    ... 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 rights. -11- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by...

  • Page 22
    ...United Code-Share Agreements Express. As of December 31, 2008, we operated seven E145 aircraft and 33 E170 aircraft and provided 220 flights per day as United On August 22, 2007, we amended our E170 Jet Services Agreement with United to provide for the operation of ten additional aircraft as United...

  • Page 23
    ...-fee code-share agreement with Frontier. Under the terms of the agreement, we were to provide and operate 17 E170 aircraft for Frontier. On April 22, 2008, Frontier rejected the Airline Services Agreement. Frontier's rejection of the agreement was prompted by its filing for Chapter 11 bankruptcy...

  • Page 24
    ...airlines, but also face competition from low-fare airlines and major airlines on some of our routes. The principal competitive factors in the airline industry are location, fare pricing, frequent flyer loyalty programs, customer service, routes served, flight schedules, aircraft types and code-share...

  • Page 25
    ... 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 service or increases in operating costs, and such restrictions could limit our...

  • Page 26
    ...aircraft to the minimum levels specified in the code-share agreements. US Airways, Delta and United have recently emerged from bankruptcy. Frontier filed for Chapter 11 bankruptcy protection in April 2008. In addition, it is possible that any code-share agreement with a code-share partner that files...

  • Page 27
    ... of operations and the price of our common stock. Under the terms of our jet code-share agreement with US Airways, if we are unable to provide scheduled flights as a result of a strike by our employees, it is only required to pay us for certain fixed costs for specified periods. Under the terms of...

  • Page 28
    ...seats even for partners other than American. Delta's "scope" limitations restrict its partners from operating aircraft with over 76 seats even if those aircraft are operated for an airline other than Delta. Neither US Airways, United nor Continental has similar "scope" limits on the size of aircraft...

  • Page 29
    ... 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 and operating personnel. American can terminate its code-share agreement if...

  • Page 30
    ... air travelers being reluctant to fly on our aircraft and a decrease in revenues. Such a decrease could materially adversely affect our financial condition, results of operations and the price of our common stock. Risks Associated with the Airline Industry The airline industry is highly competitive...

  • Page 31
    ... imposition of any limits on the use of Embraer or Bombardier aircraft at any airport at which we operate could interfere with our obligations under our code-share agreements and severely interrupt our business operations. -16- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by...

  • Page 32
    ... airport rates and charges have been proposed from time to time that could significantly increase the cost of airline operations or reduce revenues. For instance, "passenger bill of rights" legislation was introduced in Congress that, if enacted, would have, among other things, required the payment...

  • Page 33
    ... of persons who are not citizens of the United States if the number of such shares would exceed applicable foreign ownership 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...

  • Page 34
    ... In October 2008, the Company and American reached an agreement to amend its airline services agreement. A key term of this agreement calls for the removal of two of the 15 E140 aircraft currently operating for American to be removed from service in June 2009. Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 35
    ...to be placed into service during the first quarter of 2009. (6) In July 2008, the we received notice from United, that United was exercising its right to terminate the United Express Agreement that provides for the Company to operate seven E145 aircraft. The termination will be effective December 31...

  • Page 36
    ... employees perform substantially all routine airframe and engine maintenance and periodic inspection of equipment. Our Partners or third parties provide ground support services and provide ticket handling services in all 109 cities we serve. We lease all of our facilities subject to either long-term...

  • Page 37
    ... 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 default thereunder. Performance Graph Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 38
    ... regional airlines, whose stocks trade on the Nasdaq, for the same period. Below is a summary of the equity compensation plans as of December 31, 2008: A Number of securities to be issued upon exercise of outstanding options, warrants and rights B C Number of securities remaining available for...

  • Page 39
    ..., 2008 Statement of Operations Data: Operating revenues: Regional airline services Charter and ground handling Other Total operating revenues Operating expenses: Wages and benefits Aircraft fuel (1) Passenger fees and commissions Landing fees Aircraft and engine rent Maintenance and repair Insurance...

  • Page 40
    Airline Operating Data: Passengers carried (000's) Revenue passenger miles (000's) (2) Available seat miles (000's) (3) Passenger load factor (4) Revenue per available seat mile (5) Cost per available seat mile (6) EBITDA (7) Average passenger trip length (miles) Number of aircraft in operations (...

  • Page 41
    ... and US Airways operations is directly supplied as well. Frontier also directly supplied fuel until the aircraft were removed from service during the second quarter of 2008. We pass through all fuel costs relating to our American and Delta operations, recognizing both the expense and the revenue on...

  • Page 42
    (8) Excludes five Saab 340 aircraft held for sale as of December 31, 2005 and one as of December 31, 2004. -22- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 43
    ... scheduled passenger service on approximately 1,250 flights daily to 109 cities in 35 states, Canada, Mexico, and Jamaica pursuant to code-share agreements with AMR Corp., the parent of American Airlines, Inc. ("American"), Continental Airlines, Inc. ("Continental"), Delta Air Lines, Inc. ("Delta...

  • Page 44
    ... with Frontier. We began operations for Midwest in September 2008 and at December 31, 2008 we had 12 aircraft in operation with Midwest. In November 2008 we began operations with Mokulele and at December 31, 2008 we have 2 aircraft in operation with Mokulele. -23- Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 45
    ... operations changes in wage rates for contract and non-contract employees and changes in costs of our benefit plans. Aircraft Fuel As of December 31, 2008, approximately 70% of our aircraft fuel is supplied directly by our code-share partners, and thus we do not record expense or the related revenue...

  • Page 46
    The following table sets forth information regarding the Company's expense components for the years ended December 31, 2008, 2007 and 2006, expressed in cents per available seat mile (ASM). -24- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research...

  • Page 47
    ... Delta operations, recognizing both the expense and the revenue on a gross basis. (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). Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 48
    -25- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 49
    ...the increase in regional jet operations. Overhead and stock compensation expense increased $3.2 million while payroll taxes and benefits increased $2.2 million in 2008. The cost per available seat mile decreased to 1.91¢ for 2008 compared to 1.97¢ in 2007. Aircraft fuel expense increased 10.5%, or...

  • Page 50
    ... tax rates for 2008 and 2007 were 38.4% and 38.2%, respectively, which were higher than the statutory rate due to state income taxes and non-deductible meals and entertainment expense, primarily for our flight crews. -26- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered...

  • Page 51
    ... operations, a $12.7 million increase in related payroll taxes and increased employment levels and an increase in stock compensation expense recognition of $1.8 million, to $3.1 million in 2007. The cost per available seat mile increased to 1.97¢ for 2007 compared to 1.92¢ in 2006. Aircraft fuel...

  • Page 52
    ... operations was more than offset by a decline in the average insurance rates year over. Our fixed-fee agreements generally provide for a direct reimbursement of insurance and property taxes. The unit cost decreased to 0.16¢ in 2007 compared to 0.19¢ in 2006. -27- Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 53
    ... 2008. The Company repurchased 2,265,539 shares of its common stock on the open market or through privately negotiated transactions at a weighted average purchase price of $17.39 for total consideration of $39.4 million in 2008 under the December 2007 Board of Director's authorization, which closed...

  • Page 54
    ... minimum annual other rental payments for the next 12 months are approximately $12.0 million. Purchase Commitments As of December 31, 2008, the Company had firm orders to purchase three E170/175 aircraft. The current total list price of the three aircraft is $105.0 million. The Company took delivery...

  • Page 55
    ...flight hour requirement. Based on the Company's projected lease return schedule of the aircraft, the Company believes it will not meet the minimum requirement for the remaining term and has recorded a liability of $1.2 million as of December 31, 2008. Total payments under these long-term maintenance...

  • Page 56
    ...right of use" of a specific type and number of aircraft over a stated period of time. The amount deemed to be rental income during fiscal 2008, 2007 and 2006 was $348.4 million, $310.3 million and $258.6 million, respectively, and has been included in regional airline services revenue on the Company...

  • Page 57
    ... to July 2005 are subject to an annual limitation under Internal Revenue Code Section 382 ("IRC 382"). The annual limitation is based upon the enterprise value of the Company on the IRC 382 ownership change date multiplied by the applicable long-term tax exempt rate. If the utilization of deferred...

  • Page 58
    ... average number of shares outstanding: Basic Diluted 2007 Operating revenues Operating income Net income Net income per share: Basic Diluted Weighted average number of shares outstanding: Basic Diluted New Accounting Standards $ $ $ $ In March 2008, the Financial Accounting Standards Board (FASB...

  • Page 59
    ...8. FINANCIAL STATEMENTS AND SUPPLEMENTARY 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, 2008 and 2007 Consolidated Statements of Income for...

  • Page 60
    ...all revenues are derived from code-share agreements with US Airways, Inc., Delta Air Lines, Inc., AMR Corp., the parent of American Airlines, Inc., United Air Lines, Inc., and Continental Airlines, Inc. As discussed in Note 12 to the consolidated financial statements, on January 1, 2007, the Company...

  • Page 61
    REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2008 AND 2007 (In thousands, except share and per share amounts) ASSETS Current Assets: Cash and cash equivalents Receivables-net of allowance for doubtful accounts of $2,054 and $897, respectively ...

  • Page 62
    ... 2008, 2007 AND 2006 (In thousands, except per share amounts) OPERATING REVENUES: Regional airline services Charter and ground handling Other Total operating revenues OPERATING EXPENSES: Wages and benefits Aircraft fuel Landing fees Aircraft and engine rent Maintenance and repair Insurance and taxes...

  • Page 63
    ..., net of tax Cummulative effect of change in accounting principle (FIN 48) Delta warrants surrender, net of tax Comprehensive income $ Balance at December 31, 2007 Stock compensation expense Exercise of employee stock options Net income Treasury stock repurchases Reclassification adjustment for loss...

  • Page 64
    Comprehensive income Balance at December 31, 2008 $ 85,012 $ 44 $297,376 $ - $(181,820) $ (2,577) $362,916 $ 475,939 See accompanying notes to consolidated financial statements. -36- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 65
    ... AIRWAYS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006 (In thousands) OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization Debt issue costs...

  • Page 66
    ... scheduled passenger service on approximately 1,250 flights daily to 109 cities in 35 states, Canada, Mexico, and Jamaica pursuant to code-share agreements with AMR Corp., the parent of American Airlines, Inc. ("American"), Continental Airlines, Inc. ("Continental"), Delta Air Lines, Inc. ("Delta...

  • Page 67
    ... sales price less costs to sell. The United Code-Share Agreements As of December 31, 2008, the Company operated seven E145 aircraft and 33 E170 aircraft for United. The E145 and E170 fixed-fee code-share agreements terminate on June 30, 2014 and June 30, 2019, respectively. United has the option of...

  • Page 68
    ...fee code-share agreement with Mokulele. Under the agreement, the Company will provide and operate four E170 aircraft for Mokulele. The first two aircraft were placed into service in November 2008 with the additional two planned for delivery during the second quarter of 2009. The agreement has a term...

  • Page 69
    ... Information: CASH PAID FOR INTEREST AND INCOME TAXES: Interest-net of amount capitalized Income taxes paid - net of refunds NON-CASH TRANSACTIONS: Parts, training and lease credits received from aircraft manufacturer Receipt of US Airways stock Aircraft, inventories, and other equipment purchased...

  • Page 70
    ... specific type and number of aircraft over a stated period of time. The amount deemed to be rental income during fiscal 2008, 2007 and 2006 was $348,416, $310,250 and $258,600, respectively, and has been included in regional airline services revenue on the Company's consolidated statements of income...

  • Page 71
    ... will be amortized as an adjustment to revenue over the term of the agreements with Delta. Net Income per Common Share is based on the weighted average number of shares outstanding during the period. -40- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document...

  • Page 72
    ...balance sheets for receivables, notes receivable, and accounts payable approximate fair values because of their immediate or short-term maturity of these financial instruments. Segment Information-The Company has one reportable operating segment for the scheduled transportation of passengers and air...

  • Page 73
    ... allowance of $1,500 in December 2008. The valuation allowance was determined based estimated fair value of the collateral, if the Company exercised its rights under the loan agreement. -41- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research...

  • Page 74
    ... line basis over a 25 year expected life to an estimated residual value. Amortization was approximately $388, $388 and $3,671 in 2008, 2007 and 2006, respectively. The Company assigned the right of use for these commuter slots to US Airways which will continue to be operated by US Airways Express...

  • Page 75
    ...and $12,550 as of December 31, 2008 and 2007, respectively. The American code-share agreement requires a debt sinking fund for the Company's required semi-annual payments. The Company's revolving credit facility with Bank of America Business Capital has a liquidity covenant, a specified fixed charge...

  • Page 76
    ... reflective of credit spreads. As of December 31, 2008 and 2007 respectively, the carrying value of long-term debt was greater than its fair value by approximately $130,000 and $112,000. -43- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 77
    ... with a current list price of approximately $31,800. These commitments are subject to customary closing conditions. The Company's firm orders and options with an aircraft manufacturer are shown below as of December 31, 2008: Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by...

  • Page 78
    ... to reimburse us for certain costs and the Company and American have certain "put" and "call" rights with respect to the aircraft we operate for them. If Delta exercises its partial termination right or if we terminate the code-share agreement because of Delta's bankruptcy or insolvency, a breach of...

  • Page 79
    ... consolidated balance sheet. In August 2007, the Company's Board of Directors authorized the purchase of up to $100,000 of the Company's common stock. The buy-back program provided for the shares to be purchased on the open market or through privately-negotiated transactions from time-to-time during...

  • Page 80
    ... stock-based employee compensation expense for unvested stock options, and the expected remaining expense period is 3.1 years. The Company did not recognize excess tax benefits related to stock option exercises in 2008, 2007 and 2006 since the Company did not have taxable income in 2008, 2007...

  • Page 81
    ... at the applicable federal statutory income tax rate to the tax provision as reported for the years ended December 31 are as follows: Federal income tax expense at statutory rate State income tax expense, net of federal benefit Other Income tax expense $ 2008 48,095 2,569 2,171 52,835 $ 2007 46,799...

  • Page 82
    ... loss and change the FIN 48 liability. It is expected that the audit will be completed during 2009 and the Company's 2006 through 2008 tax years would remain subject to examination by major tax jurisdictions due to our net operating loss carryforwards. -46- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10...

  • Page 83
    ... by management to have collectively constituted a potential triggering event included record high fuel prices, a softening US economy and the differences between market capitalization of our stock as compared to the book value of equity. As of December 31, 2008, the Company performed its annual...

  • Page 84
    December 31, 2007 December 31, 2006 Valuation allowance on notes receivable: December 31, 2008 (1) Uncollectible accounts written off net of recoveries, if any. -47$ 340 343 - $ 607 - 1,500 $ (50) (3) - $ 897 340 1,500 Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by ...

  • Page 85
    ... required to be disclosed in our Exchange 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...

  • Page 86
    ITEM 9B. OTHER INFORMATION Not applicable. -48- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 87
    ... required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to the Company and written representations from the Company's executive officers, directors and greater, we believe that during fiscal 2008...

  • Page 88
    ...xxi) 2007 Equity Incentive Plan.(xxv) 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 89
    ... between Chautauqua Airlines, Inc. and the Flight Dispatchers in the employ of Chautauqua Airlines, Inc. as represented by Transport Workers Union of America, AFL-CIO, dated as of June 1, 2007.(xxvi) Agreement between Chautauqua Airlines, Inc. and the Passenger and Fleet Service Employees in the...

  • Page 90
    ... 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 91
    ... 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, Inc., and Republic Airways Holdings Inc...

  • Page 92
    ...(c) Amendment Number Six to Delta Connection Agreement, by and among Delta Air Lines, Inc., Chautauqua Airlines, Inc. and Republic Airways Holdings Inc., dated as of March 12, 2007.(xxiii) Letter Agreement, by and among Delta Airlines, Inc., Republic Airways Holdings Inc., Chautauqua Airlines, Inc...

  • Page 93
    ...Second Amended and Restated Employment Agreement, by and between Wayne C. Heller and Republic Airways Holdings Inc., dated as of September 5, 2007. (xxvii) Port Columbus International Airport Signatory Airline Operating Agreement and Lease, dated as of January 1, 2000.(i) Office/Shop Space Permit by...

  • Page 94
    ... Delta Air Lines, Inc., Republic Airline Inc. and Republic Airways Holdings Inc.(vi) Amendment Number One to Delta Connection Agreement, by and among Delta Air Lines, Inc., Shuttle America Corp. (as assignee of Republic Airline Inc.) and Republic Airways Holdings Inc., dated as of March 12, 2007...

  • Page 95
    ...2005 among Wexford Capital LLC, Republic Airways Holdings Inc., US Airways Group, Inc. and US Airways, Inc.(x) Letter dated June 23, 2005 from US Airways Group, Inc. and US Airways, Inc.(xi) -53- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research...

  • Page 96
    ...xxviii) Stock Purchase Agreement, dated as of October 26, 2007, by and between Republic Airways Holdings Inc. and WexAir RJET LLC.(xxix) Airline Services Agreement, among Midwest Airlines, Inc., Republic Airline Inc., Midwest Air Group, Inc. (in a limited capacity) and Republic Airways Holdings Inc...

  • Page 97
    ... by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 11, 2008. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 4, 2008. -55- Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document...

  • Page 98
    .... REPUBLIC AIRWAYS HOLDINGS INC. (Registrant) Dated: March 16, 2009 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 99
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 100
    ... provisions of the Agreement which have not been specifically amended or modified by this Amendmant No. 23 shall remain valid in full force and effect without any change. _____ *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 101
    ... Junior Name: Mauro Kern Junior Title: Executive Vice President Airline Market Republic Airline Inc. By: /s/ Bryan Bedford Name: Bryan Bedford Title: President, CEO By: /s/ José Luis D. Molina Name: José Luis D. Molina Title: Vice President Contracts Airline Market Date: November 11, 2008 Place...

  • Page 102
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 103
    ... treatment under Rule 24b-2 of the Securities Exchange Act of 1934. The omitted materials have been filed separately with the...Republic Airline Inc. ("Buyer") dated March 19, 2004 and which concerns the Purchase Agreement DCT-014/2004 (the "Purchase Agreement"), as amended from time to time...

  • Page 104
    ... Junior Name: Mauro Kern Junior Title: Executive Vice President Airline Market Republic Airline Inc. By: /s/ Bryan Bedford Name: Bryan Bedford Title: President, CEO By: /s/ José Luis D. Molina Name: José Luis D. Molina Title: Vice President Contracts Airline Market Date: November 11, 2008 Place...

  • Page 105
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 106
    ..., MIDWEST AIR GROUP, INC., as Parent, THE SUBSIDIARIES OF MIDWEST AIRLINES, INC., as Guarantors, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as Administrative Agent and as Collateral Agent, and The Lenders Party Hereto Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by...

  • Page 107
    ...Effect Financial Statements Litigation No Default Ownership of Property Environmental Compliance Insurance Taxes ERISA Compliance Subsidiaries; Equity Interests Margin Regulations; Investment Company Act; Disclosure Powered by Morningstar® Document Research℠Source: REPUBLIC AIRWAYS HOLDINGS INC...

  • Page 108
    ... Financial Statements Certificates; Other Information Notices Payment of Obligations Preservation of Existence, Etc Maintenance of Properties Maintenance of Insurance Compliance with Laws Books and Records Inspection Rights Use of Proceeds Further Assurances Compliance with Terms of Gate Leaseholds...

  • Page 109
    ... upon Event of Default Application of Funds ARTICLE IX ...Information by Administrative Agent and Collateral Agent Indemnification of Administrative Agent and the Collateral Agent Successor Administrative Agent Collateral and Guaranty Matters Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009...

  • Page 110
    ... as Lenders Severability Tax Forms Governing Law Waiver of Right to Trial by Jury Binding Effect Reaffirmation of Guaranty and Grant of Security Consent of Existing Lenders No Novation SIGNATURES S-1 Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document...

  • Page 111
    ... Gate Leaseholds Subsidiaries and Other Equity Investments Third Party Rights and IP Agreements UCC Information UCC Information Changes Deposit Accounts Liens Existing Indebtedness Permitted Dispositions Administrative Agent's Office; Certain Addresses for Notices Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 112
    ... for the benefit of U.S. Bank National Association (in such capacity, the " Processing Bank") in the stated amount of $10,000,000, with Northwest being the account party in respect of such letter of credit, such letter of credit having been issued in order to induce the Processing Bank to release to...

  • Page 113
    ... fails to file, with the applicable bankruptcy court, a motion to assume the Airline Service Agreement within 45 days of the date of the occurrence of such Event of Default or (B) the Airline Service Agreement is rejected under Section 365 of the United States Bankruptcy Code. "Airline Service...

  • Page 114
    ... sheet of Parent and its Subsidiaries for the fiscal year ended December 31, 2007, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year of Parent and its Subsidiaries, including the notes thereto. "Bankruptcy Code" means Chapter...

  • Page 115
    ... Management Holdings, LLC, a Delaware limited liability company or Midwest Air Partners, LLC, a Delaware limited liability company (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right). "Code" means the Internal Revenue Code...

  • Page 116
    ...shares, warrants, options, rights or other interests are outstanding on any date of determination. "Equipment" has the meaning specified in Section 10.01(a). "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "ERISA Affiliate" means any trade or business...

  • Page 117
    ...accepted accounting principles in the United States as in effect from time to time. "Gates" means all of the right, title, privilege, interest and authority of the Loan Parties with respect to premises used for the purpose of holdroom seating and boarding space and related aircraft parking positions...

  • Page 118
    ... such Indebtedness of the payment or performance of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness, or (iv...

  • Page 119
    ... precedent set forth in Section 4.02 are satisfied or waived. "Midwest Air LLC Agreement " means the Amended and Restated Limited Liability Company Agreement of Midwest Air Partners, LLC. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 120
    ... by the Aircraft Mortgages, and (iii) on Schedule 7.01. "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by...

  • Page 121
    ... such time as the Airline Service Agreement Obligations shall have been paid in full in cash (or otherwise satisfied in a manner satisfactory to Republic), "Required Secured Parties" shall mean Republic. "Responsible Officer" means, (i) the chief executive officer, president, chief financial officer...

  • Page 122
    ...in Section 4.01(a)(xiv). "Special Controlled Account" means account no. 2183017033 at Associated Bank, National Association. "Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or...

  • Page 123
    ... in the preliminary statements hereto. "Title 49" means Title 49 of the United States Code, as amended and in effect from time to time, and the regulations promulgated pursuant thereto. "TPG Entities" means any of TPG Midwest US V, LLC, a Delaware limited liability company, TPG Midwest International...

  • Page 124
    ... on or after the Milestone Achievement Date after giving effect to the funding of such Lender's Term Commitment set forth opposite such Lender's name on Schedule 2.01(c) on the date of the Term Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 125
    .... 2.04 Interest. (a) Interest Rate. Subject to the provisions of subsection (b) below, the Term Loans shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Applicable Rate. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar...

  • Page 126
    ... accordance with such Lender's Pro Rata Share of the sum of the aggregate principal amount of all Term Loans outstanding at such time in repayment or prepayment of such of the outstanding Term Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 127
    ... factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent, the Collateral Agent or such Lender would have received if such Taxes or Other Taxes had not been imposed. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar...

  • Page 128
    ...the net benefit, after tax, and net of all expenses incurred by such Person in connection with such refund, reduction, credit or recovery; provided that nothing in this Section 3.01(e) shall require any Person to make available its tax returns (or any other information relating to its taxes which it...

  • Page 129
    ... Lender, in form and substance satisfactory to the Administrative Agent and each Significant Lender; (xi) a certificate of a Responsible Officer of each Loan Party either (A) listing all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan...

  • Page 130
    ... Person holds air carrier operating certificates issued pursuant to Chapter 447 of Title 49. Parent, the Borrower and each Subsidiary that is an "air carrier" are each a "citizen of the United States" as defined in Section 40102(a)(15) of Title 49 (a " United States Citizen"). Parent, the Borrower...

  • Page 131
    ... operated by any Loan Party, is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list; there are no and never have been any underground or aboveground storage tanks or any surface Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered...

  • Page 132
    ... risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party operates. 5.11 Taxes. The Loan Parties have filed all Federal, state and other material tax returns and reports required to be filed, and have paid...

  • Page 133
    ... set forth in Schedule 5.20(a)(1) hereto. The information set forth in Schedule 5.20(a)(1) hereto with respect to each Loan Party is true and accurate in all respects. Except as set forth in Schedule 5.20(a)(1), no Loan Party has previously changed its name, location, chief executive office, type of...

  • Page 134
    ...available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations...

  • Page 135
    ... in the operation and maintenance of its facilities. 6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower (other than Cardinal Insurance Company, Cayman Ltd.), insurance or reinsurance in accordance with the terms of the...

  • Page 136
    ... to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (with the Borrower having the right to have a representative present at all such communications) and at such reasonable times during normal business hours and as often as may be reasonably...

  • Page 137
    ... to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names Parent, the Borrower or any of the Borrower's Subsidiaries as debtor, or...

  • Page 138
    ... in respect of aircraft leases entered into with Republic and contemplated by the Business Plan; (vi) Indebtedness incurred by any Loan Party to any TPG Entity in connection with the financing by such TPG Entity of payments due by the Borrower under the Airline Service Agreement; provided...

  • Page 139
    ... make Restricted Payments to Parent to enable Parent to pay taxes which are due; and (e) Borrower may make Restricted Payments to Parent to enable Parent to make compensation and indemnification payments owing to directors and officers of Parent. 7.08 Change in Nature of Business. Engage in any line...

  • Page 140
    ...Loan Party fails to pay when and as required to be paid herein, any amount of principal of, or interest on, any Term Loan, or when and as the same becomes due, any other amount payable hereunder or under any other Loan Document; or (b) Specific Covenants. The Borrower fails to perform or observe any...

  • Page 141
    ... any Loan Party or any Subsidiary (i) a final judgment or order for the payment of money in an aggregate amount exceeding $1,000,000 (to the extent not covered by independent third-party insurance as to which the insurer is rated at least "A" by A.M. Best Company, has been notified of such claim and...

  • Page 142
    ...; Fifth, to the payment of all Airline Service Agreement Obligations that are unpaid and outstanding on such date payable to Republic; and Last, the balance, if any, after all of the Secured Credit Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. All...

  • Page 143
    ..., and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 144
    ... Agent upon thirty (30) days' notice to the Lenders and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint a successor administrative Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research...

  • Page 145
    ... and the Excluded Airline Assets) of each Loan Party and its estate, real and personal, tangible and intangible, whether now owned or hereafter acquired or arising and regardless of where located, including but not limited to: Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by...

  • Page 146
    ... that owns or otherwise holds any such Non-Voting Foreign Stock therein); provided further that, if, as a result of any change in the tax laws of the United States of America after the date of this Agreement, the pledge by such Loan Party of any additional shares of stock in any such Subsidiary...

  • Page 147
    ...and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, " Trade Secrets"), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works...

  • Page 148
    ... to time statements and schedules further identifying and describing the Pledged Collateral of such Loan Party and such other reports in connection with such Pledged Collateral as the Collateral Agent or any Significant Lender may reasonably request, all in reasonable detail. 10.03 Rights of Lender...

  • Page 149
    ... rights with respect to the Pledged Equity. (b) Maintenance of Records. Such Loan Party will keep and maintain, at its own cost and expense, satisfactory and complete records of the Pledged Collateral, in all material respects, including, without limitation, a record of all payments received...

  • Page 150
    ... registration and maintenance of each patent, trademark, or copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Loan Party, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions...

  • Page 151
    ... of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to this Agreement, (ii) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due...

  • Page 152
    ... have under any rule of law or statute now existing or hereafter enacted. Each Loan Party agrees that, to the extent notice of sale shall be required by law, at least 10 days' notice to such Loan Party of the time and place of any public sale or the time after which any private sale is to...

  • Page 153
    ... or such other Secured Party, as the case may be (such Guarantor waiving any duty on the part of the Secured Parties to disclose such information); Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 154
    ...or benefits that may be afforded by applicable law. (e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance...

  • Page 155
    ... familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects ...mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009...

  • Page 156
    ... number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent and the Collateral Agent. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt...

  • Page 157
    ... each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar...

  • Page 158
    ... as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Administrative Agent may also require that any such documents and signatures delivered by telecopier or electronic image transmission be confirmed by a manually-signed original thereof; provided...

  • Page 159
    ..., such additional duly completed and signed copies of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid or reduce, or such evidence...

  • Page 160
    ... except that the Loan Parties shall not have the right to assign their respective rights or obligations hereunder or any interest herein without the prior written consent of each of the Lenders. Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 161
    ...Agent, for the ratable benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Secured Credit Obligations with the same effect as if all terms of such grant contained...

  • Page 162
    ... AIRLINES, INC. By: /s/ Curtis E. Sawyer Name: Curtis E. Sawyker Title: VP & Treasurer BESTCARE HOLDINGS, INC. By: /s/ Curtis E. Sawyer Name: Curtis E. Sawyer Title: Treasurer MIDWEST EXPRESS SERVICES - KANSAS CITY, INC. By: /s/ Curtis E. Sawyer Name: Curtis E. Sawyer Title: President MIDWEST...

  • Page 163
    ... Member By: /s/ Clive Bode Name Title TPG GenPar V, L.P. TPG Advisors V, Inc. Its: Managing Member By: /s/ Clive Bode Name Title REPUBLIC AIRWAYS HOLDINGS INC. , as a Lender By: /s/ Bryan Bedford Name: Bryan Bedford Title: President & CEO Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009...

  • Page 164
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 165
    ... each of Boeing Capital Corporation and Skywest Airlines, Inc. include provisions to effectuate the cash flow and permanent cost reductions described in the business plan provided by the Borrower to the TPG Entities and Republic, (ii) each such agreement has been duly executed and delivered by each...

  • Page 166
    ... delivery of a manually executed counterpart hereof. 7.4. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. [remainder of page intentionally left blank] Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009...

  • Page 167
    ...Title: Senior Vice President and Chief Financial Officer SKYWAY AIRLINES, INC. By: /s/ Curtis E. Sawyer Name: Curtis E. Sawyer Title: Vice President BESTCARE HOLDINGS, INC. By: /s/ Curtis E. Sawyer Name: Curtis E. Sawyer Title: Treasurer MIDWEST EXPRESS SERVICES - KANSAS CITY, INC. By: /s/ Curtis...

  • Page 168
    ...: TPG GenPar V, L.P. Its: Managing Member By: TPG Advisors V, Inc. Its: General Partner By: /s/ Clive Bode Name Title REPUBLIC AIRWAYS HOLDINGS INC., as a Lender By: /s/ Robert H. Cooper Name: Robert H. Cooper Title: EVP & DVO Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by...

  • Page 169
    EXHIBIT J INSTRUCTION LETTER Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 170
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 171
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 172
    ... Dated as of October 10, 2008 among MOKULELE FLIGHT SERVICE, INC., as the Borrower, THE SUBSIDIARIES OF MOKULELE FLIGHT SERVICE, INC. as Guarantors, and REPUBLIC AIRWAYS HOLDINGS INC., as Lender Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research...

  • Page 173
    ... Times of Day Uniform Commercial Code. Article II the Term COMMITMENTS and Term Loan 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 Making of the Term Loan Repayment of Term Loan Prepayments Interest Computation of Interest Evidence of Indebtedness Payments Generally. Conversion Option Article III TAXES...

  • Page 174
    ... 6.21 Financial Statements Certificates; Other Information Notices Payment of Obligations Preservation of Existence, Etc Maintenance of Properties Maintenance of Insurance Compliance with Laws Books and Records Inspection Rights Use of Proceeds Further Assurances Cash Management System; Controlled...

  • Page 175
    Article IX [INtentionally omitted] Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 176
    ... and Taxes Indemnification by the Borrower Payments Set Aside Successors and Assigns Setoff Counterparts Integration Survival of Representations and Warranties Severability Governing Law Waiver of Right to Trial by Jury Binding Effect Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009...

  • Page 177
    ... Certain Addresses for Notices EXHIBITS A B C D E Form of Term Note Form of Spare Parts Security Agreement Form of Aircraft and Engine Security Agreement Copy of Executed Airline Services Agreement Form of Administrative Services Agreement Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009...

  • Page 178
    ... as listed on Schedule 5.20 and each deposit account control agreement, dated as of the Effective Date, among each Loan Party other than the Borrower, the Lender and each respective financial institution at which such Loan Party maintains any deposit account. "Bankruptcy Code" means Chapter 11...

  • Page 179
    ... GAAP. "Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the...

  • Page 180
    ... in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting...

  • Page 181
    ... set forth on Schedule 7.03. "FAA" means the Federal Aviation Administration. "FRB" means the Board of Governors of the Federal Reserve System of the United States. "GAAP" means generally accepted accounting principles in the United States as in effect from time to time. "Governmental Authority...

  • Page 182
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 183
    ... constitute a business unit or all or a substantial part of the business of, such Person. "IRS" means the United States Internal Revenue Service. "Laws" means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and...

  • Page 184
    ...Term Loan in accordance with Section 8.02. "Mesa Code Share Agreement" means that certain Code Share Agreement dated as of February 9, 2007 between Mesa Airlines, Inc. and Mokulele Air... Priorities List under CERCLA. *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered ...

  • Page 185
    ...'s name on and as otherwise described in Schedule I. "Pledged Spare Parts" has the meaning assigned to such term in the Spare Parts Security Agreement. "Republic" means Republic Airways Holdings Inc. "Responsible Officer" means, (i) the chief executive officer, president, chief financial officer...

  • Page 186
    ... to Section 2.01. "Term Note" means a promissory note of the Borrower payable to the order of the Lender, in substantially the form of Exhibit A. "Title 49" means Title 49 of the United States Code, as amended and in effect from time to time, and the regulations promulgated pursuant thereto. "UCC...

  • Page 187
    ...period that is the earlier of 365 days following the Effective Date or the entry into service of the sixth aircraft pursuant to the Airline Services Agreement, a Term Borrowing to Borrower in a Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 188
    ... Option The Lender may at any time until the Maturity Date and in its sole discretion convert all or part (in increments of at least $500,000) of the unpaid principal amount hereunder into such number of fully diluted shares (calculated immediately prior to giving Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 189
    ... of the Lender: (a) The Lender's receipt of the following, each of which shall be originals, facsimiles or in 'PDF' format by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the...

  • Page 190
    ... of shares of stock or other certificated securities, certificates representing the Pledged Equity accompanied by undated stock powers executed in blank; (B) evidence (1) of the insurance required by the terms of this Agreement and the other Loan Documents and (2) that the Lender has been named as...

  • Page 191
    ... Lender that: 5.01 Existence, Qualification and Power; Compliance with Laws; "Air Carrier Status". Each Loan Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or...

  • Page 192
    ... companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party operates. Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 193
    ... set forth in Schedule 5.18(a)(1) hereto. The information set forth in Schedule 5.18(a)(1) hereto with respect to each Loan Party is true and accurate in all respects. Except as set forth in Schedule 5.18(a)(1), no Loan Party has previously changed its name, location, chief executive office, type of...

  • Page 194
    ... Deposit Accounts. Schedule 5.20 lists all banks and other financial institutions at which any Loan Party maintains deposit or other accounts in the United States, and such Schedule correctly identifies the name, address and telephone number of each depository, the name in which the account is held...

  • Page 195
    ..., such additional information regarding the business, financial or corporate affairs of any Loan Party, or compliance with the terms of the Loan Documents, as the Lender may from time to time reasonably request; and (e) promptly upon request of the Lender a schedule listing all locations at which...

  • Page 196
    ... to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (with the Borrower having the right to have a representative present at all such communications) and at such reasonable times during normal business hours and as often as may be reasonably...

  • Page 197
    ... as necessary to complete such registration. 6.16 Payment of Taxes. Each Loan Party shall pay and discharge or cause to be paid and discharged promptly all taxes payable by it, including taxes imposed upon it, its income and profits, or any of its operations, its property (real, personal or mixed...

  • Page 198
    ... suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of the Borrower's Subsidiaries as debtor, or...

  • Page 199
    ... the time of any action described below or would result therefrom, each Loan Party (other than the Borrower) may make Restricted Payments to any Loan Party which is its direct parent. 7.08 Change in Nature of Business. Except for a termination of the Mesa Code Share Agreement, engage in any line of...

  • Page 200
    ... Upon the occurrence and during the continuance of an Event of Default, make any payments of any kind whatsoever in respect of any of the obligations described by Schedule 5.21. *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 201
    ... any Loan Party or any Subsidiary (i) a final judgment or order for the payment of money in an aggregate amount exceeding $100,000 (to the extent not covered by independent third-party insurance as to which the insurer is rated at least "A" by A.M. Best Company, has been notified of such claim and...

  • Page 202
    ...Effective Date; or (k) Change in Business. Other than a termination of the Mesa Code Share Agreement, the Borrower and its Subsidiaries cease to operate their business as conducted on the date hereof or cease to operate flights substantially in accordance with the flight schedule of the Borrower and...

  • Page 203
    ... and all subscription warrants, rights or options issued thereon or with respect thereto; (e) the following (collectively, the "Account Collateral"): (i) all deposit and other bank accounts and all funds and financial assets from time to time credited thereto (including, without limitation, all cash...

  • Page 204
    ... Lender from time to time statements and schedules further identifying and describing the Pledged Collateral of such Loan Party and such other reports in connection with such Pledged Collateral as the Lender may reasonably request, all in reasonable detail. 10.03 Rights of the Lender; Limitations on...

  • Page 205
    ... permitted under Section 7.01 and will defend the right, title and interest of the Lender in and to all of such Loan Party's rights under the Pledged Collateral against the claims and demands Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 206
    ... have under any rule of law or statute now existing or hereafter enacted. Each Loan Party agrees that, to the extent notice of sale shall be required by law, at least 10 days' notice to such Loan Party of the time and place of any public sale or the time after which any private sale is to...

  • Page 207
    ... case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Lender or by any other Person upon the insolvency, bankruptcy or Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 208
    ... or benefits that may be afforded by applicable law. (e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Lender to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance...

  • Page 209
    ....04 shall be payable within two Business Days after demand therefor. The agreements in this Section shall survive the termination of the Term Loan and repayment of all other Obligations. If any Loan Party Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document...

  • Page 210
    ... Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and against any and all...

  • Page 211
    ...; (iii) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO BORROWER (IN THE CASE OF ANY LOAN Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 212
    ...PERSON AT THE APPLICABLE ADDRESS SET FORTH ON SCHEDULE 12.02; (...right to assign their respective rights or obligations hereunder or any interest herein without the prior written consent of the Lender. [signature pages follow] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009...

  • Page 213
    ... as of the date first above MOKULELE FLIGHT SERVICE, INC., as Borrower By: /s/ William J. Boyer Jr. Name: William J. Boyer Jr. Title: CEO, President REPUBLIC AIRWAYS HOLDINGS INC. , as Lender By: /s/ Bryan Bedford Name: Bryan Bedford Title: President & CEO THE BRAND BUILDERS, INC., as a Guarantor...

  • Page 214
    SCHEDULE I PLEDGED EQUITY Pledgor Issuer Certificate No. Number of Shares [*] [*] [*] [*] [*] [*] [*] [*] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 215
    SCHEDULE II PLEDGED DEBT [*] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 216
    SCHEDULE 5.02 DEFAULTS [*] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 217
    SCHEDULE 5.03 CERTAIN AUTHORIZATIONS [*] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 218
    SCHEDULE 5.11 TAXES [*] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 219
    SCHEDULE 5.13 SUBSIDIARIES AND OTHER EQUITY INVESTMENTS [*] 1. [*] 2. [*] [*] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 220
    SCHEDULE 5.18(a)(1) UCC INFORMATION Name Jurisdiction of Formation/ID Number Address of Chief Executive Office *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 221
    SCHEDULE 5.18(a)(2) UCC INFORMATION CHANGES [*] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 222
    SCHEDULE 5.20 1. 2. 3. 4 DEPOSITS *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 223
    SCHEDULE 5.21 OUTSTANDING OBLIGATIONS [*] See also attachment to Schedule 5.21 [*] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 224
    SCHEDULE 5.22 EQUITY INTERESTS See attached Stock Ledger [*] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 225
    SCHEDULE 5.23 MATERIAL CONTRACTS AND OBLIGATIONS [to be provided by Borrower] Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 226
    SCHEDULE 5.24 CAPITAL STRUCTURE See attached spreadsheet [*] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 227
    SCHEDULE 5.25 AIRFRAME LEASES Aircraft Tail No. 1. [*] 2. [*] 3. [*] Monthly Rent [*] [*] [*] Expiration Date *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 228
    SCHEDULE 7.01 LIENS 1. 2. [*] [*] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 229
    SCHEDULE 7.03 EXISTING INDEBTEDNESS See Schedule 5.21 and its attachment. [*]. *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 230
    SCHEDULE 7.06 PERMITTED DISPOSITIONS [*] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 231
    SCHEDULE 12.02 NOTICES if to the Borrower: [*] copy to: [*] With copy to: [*] if to the Lender: [*] With copy to: [*] *Confidential Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 232
    ... TO THE TERMS OF SUCH LOAN AGREEMENT. $_____ New York, New York FOR VALUE RECEIVED, the undersigned, MOKULELE FLIGHT SERVICE, INC., a Hawaii corporation (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of [NAME OF LENDER] (the " Lender") or its registered assigns to the account...

  • Page 233
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 234
    EXHIBIT B FORM OF SPARE PARTS SECURITY AGREEMENT Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 235
    EXHIBIT C FORM OF AIRCRAFT AND ENGINE SECURITY AGREEMENT Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 236
    EXHIBIT D COPY OF EXECUTED AIRLINE SERVICES AGREEMENT Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 237
    EXHIBIT E FORM OF ADMINISTRATIVE SERVICES AGREEMENT Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 238
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 239
    ... " Amendment") with respect to that certain Credit Agreement dated as of October 20, 2008, between US AIRWAYS, INC., a Delaware corporation (the " Borrower") and REPUBLIC AIRWAYS HOLDINGS INC. (the "Lender") (the "Credit Agreement"). W I T N E S S E T H: WHEREAS, the Borrower and the Lender have...

  • Page 240
    ... officers as of the day and year first above written. US AIRWAYS, INC., as Borrower By: /s/ Dion Flannery, VP US Airways Name: Dion Flannery Title: Vice President REPUBLIC AIRWAYS HOLDINGS INC., as Lender By: /s/ Bryan Bedford Name: Bryan Bedford Title: President Source: REPUBLIC AIRWAYS HOLDINGS...

  • Page 241
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 242
    ... financial statements that (i) substantially all revenues are derived from code-share agreements with US Airways, Inc., Delta Air Lines, Inc., AMR Corp., the parent of American Airlines, Inc., United Air Lines, Inc., and Continental Airlines, Inc., and (ii) on January 1, 2007, the Company...

  • Page 243
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 244
    ... Officer I, Bryan K. Bedford, Chief Executive Officer of Republic Airways Holdings Inc., certify that: 1. I have reviewed this report on Form 10-K of Republic Airways Holdings Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state...

  • Page 245
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 246
    ... Officer I, Robert H. Cooper, Chief Financial Officer of Republic Airways Holdings Inc., certify that: 1. I have reviewed this report on Form 10-K of Republic Airways Holdings Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state...

  • Page 247
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 248
    ...respects, the financial condition and results of operations of the Company at the end of, and for the period covered by, the Report. By: /s/ Bryan K. Bedford President, Chief Executive Officer and Chairman of the Board March 16, 2009 A signed original of this written statement required by Section...

  • Page 249
    Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„

  • Page 250
    ... condition and results of operations of the Company at the end of, and for the period covered by the Report. By: /s/ Robert H. Cooper Executive Vice President, Chief Financial Officer, Treasurer and Secretary March 16, 2009 A signed original of this written statement required by Section 906 has...

  • Page 251
    _____ Created by Morningstar® Document Researchâ„ http://documentresearch.morningstar.com Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Researchâ„