0000912057-02-021226 Sample Contracts

CONSOLIDATED AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • North Carolina
LOAN AGREEMENT
Loan Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • New York
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF REPUBLIC AIRWAYS HOLDINGS, INC.
Warrant Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • Texas
SERVICE AGREEMENT
Service Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • Virginia
PURCHASE AGREEMENT Dated: , 2002
Purchase Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • New York
EXECUTION VERSION LEASE AGREEMENT [N296SK] dated as of December 20, 2001
Lease Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks
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Purchase Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks
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Lease Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks
RECITALS
Term Note • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • North Carolina
N266SK) DATED AS OF MAY 18, 2000 BETWEEN FIRST SECURITY BANK, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE, AS LESSOR AND CHAUTAUQUA AIRLINES, INC. AS LESSEE
Aircraft Lease Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • New York

THIS IS COUNTERPART NO. _____ OF 4 SERIALLY NUMBERED AND MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST IN THIS DOCUMENT MAY BE CREATED THROUGH THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.

RA --------------------- REPUBLIC AIRWAYS --------------------- HOLDINGS --------------------- ---------------------
Stock Certificate • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks

This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. CERTIFICATE OF STOCK.

Exhibit 10.45 FUNDING AGREEMENT between CHAUTAUQUA AIRLINES, INC.,
Funding Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • New York
SECURITIES ACCOUNT CONTROL AGREEMENT (CH-282SK)
Securities Account Control Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • New York
EXECUTION COPY AIRCRAFT PURCHASE AGREEMENT [N288SK]
Aircraft Purchase Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • New York
SECURITY DEPOSIT AGREEMENT (CH-282SK) Dated as of December 27, 2001
Security Deposit Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks
R E C I T A L S
Code Share and Revenue Sharing Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • Arizona
Exhibit 10.19 PARTICIPATION AGREEMENT [N281SK] Dated as of February 23, 2001
Participation Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks
EXHIBIT 10.29 AIRCRAFT LEASE AGREEMENT
Aircraft Lease Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • New York
THIRD AMENDMENT
Service Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks
SUBLEASE SUPPLEMENT NO. 1
Aircraft Sublease Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks
EXECUTION COPY AIRCRAFT SECURITY AGREEMENT
Aircraft Security Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks
CHAUTAUQUA JET SERVICE AGREEMENT BETWEEN US AIRWAYS AND CHAUTAUQUA DATED AS OF MARCH 19,1999
Service Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • New York
WITNESSETH:
Air Services Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • Texas
SECOND AMENDMENT
Chautauqua Jet Service Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks
EXECUTION VERSION AIRCRAFT LEASE AGREEMENT [N288SK]
Aircraft Lease Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks
CHAUTAUQUA AIRLINES, INC. By: ___________________________ Name:______________________ Title:_____________________ JPMORGAN CHASE BANK, as Security Trustee By: ___________________________ Name:______________________ Title:_____________________
Security Agreement Supplement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks

WHEREAS, the Aircraft Security Agreement (CH-282SK), dated as of December 27, 2001 (the "Security Agreement"; capitalized terms used herein without definition shall have the meanings specified therefore in Annex A to the Security Agreement), between the Borrower and JPMorgan Chase Bank, as Security Trustee (the "Security Trustee"), provides for the execution and delivery of supplements thereto substantially in the form hereof which shall particularly describe the Aircraft, and shall specifically grant a security interest in the Aircraft to the Security Trustee;

FIRST AMENDMENT
Chautauquajet Service Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks
ENGINE LEASE COMMON TERMS AGREEMENT
Master Engine Lease Agreement • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks
ENGINE LEASE COMMON TERMS AGREEMENT DATED AS OF December 18, 2001
Engine Lease • May 20th, 2002 • Republic Airways Holdings Inc • Blank checks • California