Exhibit 10.5(b)
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE
THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION THEREFROM UNDER THE
PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
WARRANT
TO PURCHASE SHARES OF COMMON STOCK
OF
REPUBLIC AIRWAYS HOLDINGS, INC.
Date: April 25, 2002
THIS IS TO CERTIFY THAT, for value received, AMR CORP., a
Delaware corporation ("AMR"), is entitled, subject to the terms herein, to
purchase from REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the
"COMPANY"), at any time, or from time to time, the number of fully paid and
nonassessable shares set forth herein of the Company's common stock, $.001 par
value (the "COMMON STOCK"), at the Exercise Price (as defined below), all on the
terms and conditions and pursuant to the provisions hereinafter set forth. The
term "WARRANT SHARES," as used herein, refers to the shares of Common Stock
purchasable hereunder. As used herein, the term "HOLDER" shall initially mean
AMR, and shall subsequently mean each person or entity to whom this Warrant is
duly assigned.
1. VESTING AND EXERCISE OF WARRANT; CANCELLATION OF PRIOR WARRANT.
(a) This Warrant shall be exercisable for vested Warrant
Shares commencing on the closing date (the "EFFECTIVE DATE") of the Company's
initial public offering of shares of Common Stock registered under the
Securities Act (the "IPO"). Warrant Shares constituting three and three quarters
percent (3.75%), subject to increase or decrease as provided herein, of the
Number of IPO Shares (as defined below) shall vest over a ten-year period (at
the rate of 10% on each anniversary of the Vesting Commencement Date (as defined
below), beginning on the first anniversary of the Vesting Commencement Date (the
"TEN-YEAR VESTING PERIOD"). The "VESTING COMMENCEMENT DATE" is June 11, 2001.
Warrant Shares constituting five percent (5%) of the Number of IPO Shares shall
vest over a five-year period (at the rate of 20% on each anniversary of the
Vesting Commencement Date), beginning on the fifth anniversary of the Vesting
Commencement Date (the "FIVE-YEAR VESTING PERIOD" and collectively with the
Ten-Year Vesting Period, the "VESTING PERIODS") (for any Warrant Share the
Holder elects to purchase hereunder, the date upon which such Warrant Share
vests is referred to herein as its "VESTING DATE"). A Warrant Share that has
vested may be purchased pursuant to this Warrant at the option of the Holder, in
whole or part, at any time between the Effective Date and the later of the fifth
anniversary of (a) the Effective Date or (b) its Vesting Date (with respect to a
Warrant Share, such time period is referred to herein as its "EXERCISE PERIOD").
Notwithstanding the foregoing and notwithstanding anything contained in this
Warrant to the contrary, no unvested Warrant Share shall continue to vest and
the option to purchase unvested Warrant Shares shall automatically expire upon
the earlier of (a) the date that the Holder issues notice to the Company to
terminate that certain Air Services Agreement, dated as of June 11, 2001, by and
between AMR and Airlines, Inc. ("CHAUTAUQUA"), as thereafter amended (the "AIR
SERVICES AGREEMENT") and (b) the date that the aggregate number of Committed
Aircraft that (i) are in service and (ii) are committed to be placed into
service under the Air Service Agreement and (iii) excluding any aircraft that
are removed from service under the Air Service Agreement pursuant to an
agreement between AMR or any Affiliate and the Company ("REMOVED AIRCRAFT"), is
less than ten.
(b) To the extent an increase in the Number of Committed
Aircraft as defined below after the Effective Date results in a corresponding
increase in the Applicable Percentage Shares (as defined below) and, thereby,
Warrant Shares, pursuant to SECTION 2 hereof, such additional Warrant Shares
shall be deemed to have been issuable on the Execution Date for purposes of
vesting, and shall vest over a ten-year period (at the rate of 10% on each
anniversary of the Execution Date), beginning on the first anniversary of the
Execution Date. Subject to the last sentence of this paragraph, to the extent
that the removal from service under the Air Service Agreement of one or more
Removed Aircraft results in a corresponding decrease in the Applicable
Percentage Shares and, thereby, Warrant Shares, pursuant to Section 2 hereof,
such reduced Warrant Shares shall be deemed to have been issuable on the
Execution Date for purposes of vesting, and shall vest over a ten-year period
(at the rate of 10% on each anniversary of the Execution Date), beginning on the
first anniversary of the Execution Date. Notwithstanding any provision hereof to
the contrary, if as a result of such decrease, on the date(s) of the events
giving rise to such decrease the Holder shall have exercised this Warrant for a
greater number of Warrant Shares than shall have vested, the vesting of
additional Warrant Shares shall be suspended until such time as the decreased
number of vested Warrant Shares is equivalent to the number of Warrant Shares as
to which the Holder shall have exercised this Warrant.
(c) This Warrant shall supercede and replace the Warrant to
purchase the common stock, $.01 par value, of Chautauqua dated June 11, 2001
(the "Prior Warrant"). Effective the date hereof, the Prior Warrant and all
rights conferred thereunder shall be cancelled and be of no further force and
effect.
2. NUMBER OF WARRANT SHARES ISSUABLE. At any given time, the total
number of Warrant Shares issuable pursuant to this Warrant shall be determined
by multiplying the Applicable Percentage of IPO Shares (as defined below) by the
Number of IPO Shares (as defined below). The "NUMBER OF IPO SHARES" shall equal
the greater of (a) the number of shares of Common Stock registered under the
Securities Act, including any over allotment option granted to the underwriters
whether or not exercised, pursuant to the IPO or (b) sixty percent (60%) of the
number of shares of Common Stock outstanding immediately prior to the closing of
the IPO (such number of shares of Common Stock to be computed on a fully diluted
basis assuming the conversion or exchange of all securities of the Company
convertible or exchangeable, either directly or indirectly, into Common Stock
and the exercise of all options, warrants and rights exercisable, either
directly or indirectly, for Common Stock). The "Applicable Percentage of IPO
Shares" shall be equal to the percentage of IPO Shares corresponding to the
Number of Committed Aircraft (as defined below) as set forth on Schedule A
attached hereto. The Number of Committed Aircraft means the number of aircraft
at any given time committed to Feeder Air Service (as defined in the Air
Services Agreement), pursuant to the Air Services Agreement, including Firm
Approved Aircraft and Option Aircraft (as those terms are defined in the Air
Services Agreement) that AMR and any Affiliate (as defined in Rule 144
promulgated under the Securities Act) have committed to engage in Feeder Air
Service but that are not then in service, but excluding any Removed Aircraft.
3. EXERCISE PRICE. The per share price at which the Warrant Shares may
be purchased shall equal ninety-three percent (93%) of the public offering price
per share of Common Stock as set forth on the cover page of the final prospectus
delivered in connection with the IPO (the "EXERCISE PRICE").
4. MANNER OF EXERCISE; PAYMENT FOR SHARES; ISSUANCE OF CERTIFICATES;
DEFINITIONS.
(A) MANNER OF EXERCISE. Subject to the provisions of this
Warrant, the Warrant Shares may be purchased by the Holder, in whole or in part,
by the surrender of this Warrant together with a completed election to purchase
agreement in the form attached to this Warrant (the "ELECTION AGREEMENT"), to
the Company during normal business hours on any business day, during the
Exercise Period, at the Company's principal executive offices (or such other
office or agency of the Company as it may reasonably designate by notice to the
Holder), and upon payment to the Company of an amount of consideration equal to
the aggregate Exercise Price of the purchased Warrant Shares ("TOTAL PURCHASE
PRICE").
(B) PAYMENT FOR SHARES. The Total Purchase Price may be paid
(a) in cash, by certified or official bank check or by wire transfer for the
account of the Company (the "CASH EXERCISE"); (b) notwithstanding (a), if the
Fair Market Value (as defined below) of the Company's Common Stock is greater
than
the Exercise Price, in lieu of exercising this Warrant by payment of cash, the
Holder may elect to receive shares of Common Stock (the "CASHLESS EXERCISE")
computed as of the date of such calculation using the following formula:
X= Y(A-B)
-------
A
Where X = the number of shares of Common Stock to be issued to
the Holder
Y = the number of shares of Common Stock purchasable under the
Warrant or, if only a portion of the Warrant is being
exercised, the portion of the Warrant being exercised and
canceled
A = the Fair Market Value of one share of the Company's Common
Stock
B = the Exercise Price
or (c) in any combination of the foregoing.
(C) DEFINITIONS.
(i) "FAIR MARKET VALUE" shall mean, as of any date of
determination, with respect to any Common Stock, (x) if there
is a Qualified Public Market (as defined below) for such
Common Stock, the value per share determined pursuant to
clause (i) or (ii) below of this definition or (y) if there is
no such Qualified Public Market, the value determined pursuant
to clause (iii) below of this definition:
(i) if such Common Stock is listed
or quoted on a national securities exchange
or admitted to unlisted trading privileges
on such an exchange, the average last
reported sale price (as reported in THE WALL
STREET JOURNAL) of a share of such Common
Stock over the 21 trading day period
immediately prior to the date of
determination or if no such sale is made on
any such day, the mean of the closing bid
and asked prices for such Common Stock on
such day on such exchange; or
(ii) if such Common Stock is not so
listed or admitted to unlisted trading
privileges, the average mean of the last bid
and asked prices reported for a share of
such Common Stock over the 21 trading day
period immediately prior to the date of
determination (A) by the National
Association of Securities Dealers Automatic
Quotation System or (B) if reports are
unavailable under clause (A) above by the
National Quotation Bureau Incorporated; or
(iii) if such Common Stock is not so
listed or admitted to unlisted trading
privileges and bid and asked prices are not
so reported, then the Company shall give
prompt written notice to the Holder of the
need to determine the Fair Market Value of
such Common Stock, as well as a statement of
the fair market value of such Common Stock
determined by the Board of Directors of the
Company. In such event, the Fair Market
Value of such Common Stock shall be the fair
market value per share agreed to by the
Board
of Directors of the Company and the
Holder; PROVIDED, HOWEVER, if no such
agreement is reached within thirty (30) days
of the date on which the event for which the
Fair Market Value is required to be
determined occurs, then the Fair Market
Value shall be determined as follows: the
Company and the Holder shall each designate
promptly in a written notice to the other
its determination of the fair market value
of such Common Stock as of the applicable
reference date, and the Fair Market Value of
such Common Stock as of the applicable
reference date shall then be determined by a
nationally recognized independent appraiser
(the "INDEPENDENT FINANCIAL EXPERT")
selected by the Holder from a group of three
appraisers chosen by the Company (with whom
the Company does not have an existing
business relationship) and the Holder
assuming an arm's-length private sale
between a willing buyer and a willing
seller, neither acting under compulsion. The
determination by the Independent Financial
Expert of the Fair Market Value shall be
final and binding on the Company and the
Holder. The costs and expenses of any such
Independent Financial Expert making such
valuation shall be paid by the Company,
except that such expenses shall be borne
solely by the Holder to the extent that the
Independent Financial Expert concludes that
the valuation of such Common Stock made by
the Board of Directors of the Company is
within ten percent (10%) of the Fair Market
Value.
(ii) "QUALIFIED PUBLIC MARKET" shall mean with
respect to the Common Stock of the Company, an active trading
market on a national securities exchange or over-the-counter
market which consists of such publicly held Common Stock in
the Company, with a minimum market value of $10,000,000 for
such Common Stock. A "Qualified Public Market" shall be deemed
to exist if the financial parameters set forth in the
immediately preceding sentence have been met for the Common
Stock for a period of 21 consecutive days.
(D) ISSUANCE OF CERTIFICATES. The Warrant Shares so purchased
shall be deemed to be issued to the Holder, as the record owner of such shares,
as of the close of business on the date on which this Warrant shall have been
surrendered, the completed Election Agreement shall have been delivered, and
payment of the Total Purchase Price shall have been made as set forth above.
Certificates for the Warrant Shares so purchased shall be delivered to the
Holder within a reasonable time, not to exceed three (3) business days after
this Warrant shall have been so exercised. The certificates so delivered shall
be in such denominations as may be requested by the Holder and shall be
registered in the name of the Holder. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to purchase
the balance of the Warrant Shares issuable hereunder.
5. CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
agrees as follows:
(A) SHARES TO BE FULLY PAID. All Warrant Shares will, upon
issuance in accordance with the terms of this Warrant, be validly issued, fully
paid and nonassessable and free from all taxes, liens and charges with respect
to the issue thereof.
(B) RESERVATION OF SHARES. During the Exercise Period, the
Company shall at all times have authorized, and reserved for the purpose of
issuance upon exercise of this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of this Warrant.
(C) SUCCESSORS AND ASSIGNS. This Warrant will be binding upon
any entity succeeding to the Company by merger, consolidation or acquisition
of all or substantially all of the Company's assets.
6. ADJUSTMENT TO THE NUMBER OF WARRANT SHARES. During the Exercise
Period, the number of Warrant Shares and the Exercise Price shall be subject to
adjustment from time to time as provided in this SECTION 6.
(A) SUBDIVISION OF COMMON STOCK. During the Exercise Period,
if the Company subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) any shares of Common Stock into a
greater number of shares, then, after the date of record for effecting such
subdivision, the number of shares of Common Stock issuable upon exercise of this
Warrant shall be proportionally increased so that the percentage of Warrant
Shares, after the subdivision, of the total number of shares of Common Stock
will be equal to the percentage of Warrant Shares, immediately prior to such
subdivision, of the total number of shares of Common Stock immediately prior to
such subdivision. In addition, the Exercise Price shall be proportionally
decreased to appropriately reflect such subdivision.
(B) CONSOLIDATION, MERGER OR SALE. During the Exercise Period,
in case of any consolidation of the Company with, or merger of the Company into
any other corporation, or in case of any sale or conveyance of all or
substantially all of the assets of the Company other than in connection with a
plan of complete liquidation of the Company, then as a condition of such
consolidation, merger or sale or conveyance, adequate provision will be made
whereby the Holder of this Warrant will have the right to acquire and receive
upon exercise of this Warrant in lieu of the shares of Common Stock immediately
theretofore acquirable upon the exercise of this Warrant, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for the number of shares of Common Stock immediately theretofore acquirable and
receivable upon exercise of this Warrant had such consolidation, merger or sale
or conveyance taken place. In any such case, the Company will make appropriate
provision to insure that the provisions of this SECTION 6 will thereafter be
applicable as nearly as may be in relation to any shares of stock or securities
thereafter deliverable upon the exercise of this Warrant.
7. NO FRACTIONAL SHARES. No fractional shares of Common Stock are to be
issued upon the exercise of this Warrant. In lieu of delivering any fractional
shares to which the Holder would otherwise be entitled, the number of shares of
Common Stock shall be rounded to the nearest whole number.
8. ISSUE TAX. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the Holder or such
shares for any issuance tax or other costs in respect thereof.
9. NO RIGHTS OR LIABILITIES AS A SHAREHOLDER. This Warrant shall not
entitle the Holder to any voting rights or other rights as a shareholder of the
Company. No provision of this Warrant, in the absence of affirmative action by
the Holder to purchase Warrant Shares, and no mere enumeration herein of the
rights or privileges of the Holder, shall give rise to any liability of such
Holder for the Exercise Price or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.
10. TRANSFER AND REPLACEMENT OF WARRANT.
(A) RESTRICTION ON TRANSFER. This Warrant and the rights
granted to the Holder are transferable, in whole or in part, upon surrender of
this Warrant, together with a properly executed assignment in the form attached
hereto, at the office of the Company referred to in SECTION 11 below; PROVIDED,
that any transfer or assignment shall be subject to the conditions set forth in
SUBSECTION 10(E). Until due presentment for registration of transfer on the
books of the Company, the Company may treat the registered Holder as the owner
and Holder of this Warrant for all purposes, and the Company shall not be
affected by any notice to the contrary.
(B) REPLACEMENT OF WARRANT. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction, or
mutilation of this Warrant and, in the case of any such loss, theft, or
destruction, upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant, the Company, at its expense, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.
(C) CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of
this Warrant in connection with any transfer or replacement as provided in this
SECTION 10, this Warrant shall be promptly canceled by the Company. The Company
shall pay all taxes and all other expenses (other than legal expenses, if any,
incurred by the Holder) in connection with the preparation, execution, and
delivery of Warrants pursuant to this SECTION 10.
(D) REGISTER. The Company shall maintain, at its principal
executive offices (or such other office of the Company as it may designate by
notice to the Holder), a register for this Warrant, in which the Company shall
record the name and address of the person or business entity in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.
(E) EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time
of the surrender of this Warrant in connection with any exercise, transfer, or
exchange of this Warrant, this Warrant (or in the case of any exercise, the
Warrant Shares issuable hereunder) shall not be registered under the Securities
Act, and under applicable state securities or blue sky laws, the Company may
require, as a condition of allowing such exercise, transfer, or exchange (i)
that the Holder or transferee of this Warrant, as the case may be, furnish to
the Company a written opinion of counsel, which opinion and counsel shall be
reasonably acceptable to the Company, to the effect that such exercise, transfer
or exchange may be made without registration under said Act and under applicable
state securities or blue sky laws, and (ii) that the Holder or transferee
execute and deliver to the Company an investment intent representation letter in
form and substance acceptable to the Company. AMR, as the initial Holder of this
Warrant, by taking and holding the same, represents to the Company that such
Holder is acquiring this Warrant for investment and not with a view to the
distribution thereof. Notwithstanding anything in this SUBSECTION 10(E) to the
contrary, the Company may transfer this Warrant to any Affiliate of the Company
without compliance with CLAUSE (I) of this SUBSECTION 10(E).
(F) LEGENDS.
(i) Each Warrant Share (and each Warrant
Share issued to transferees of the Warrant), unless
and until such time as the same is no longer required
under the applicable requirements of the Securities
Act, or any applicable state securities laws, shall
bear the following legend:
"NEITHER THIS WARRANT NOR ANY OF THE
SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION
THEREFROM UNDER THE PROVISIONS OF THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS."
(ii) Each certificate or instrument (if any)
representing any Warrant Shares issued upon the
exercise of this Warrant (and each certificate or
instrument representing any Warrant Shares issued to
transferees of this Warrant or such certificate or
instrument), unless and until such time as the same
is no longer required under the applicable
requirements of the Securities Act, or any applicable
state securities laws, shall bear substantially the
following legend:
"THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY
NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE
PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS."
11. NOTICES. All notices, requests and other communications required or
permitted to be given or delivered hereunder to the Holder of this Warrant shall
be in writing, and shall be personally delivered, or shall be sent by certified
or registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to such Holder at the address shown for such Holder on the books of
the Company, or at such other address as shall have been furnished to the
Company by notice from such Holder. All notices, requests, and other
communications required or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed to the office of the Company at 0000 Xxxxx Xxxx Xxxxxx
Xxxx, Xxxxxxxxxxxx, XX 00000, Attention: President, or at such other address as
shall have been furnished to the Holder of this Warrant by notice from the
Company. Any such notice, request or other communication may be sent by
facsimile, but shall in such case be subsequently confirmed by a writing
personally delivered or sent by certified or registered mail or by recognized
overnight mail courier as provided above. All notices, requests and other
communications shall be deemed to have been given either at the time of the
receipt thereof by the person entitled to receive such notice at the address of
such person for purposes of this SECTION 10 or, if mailed by registered or
certified mail or with a recognized overnight mail courier upon deposit with the
United States Post Office or such overnight mail courier, if postage is prepaid
and the mailing is properly addressed, as the case may be.
12. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS WITHOUT
REGARD TO THE CONFLICTS OF LAW.
13. MISCELLANEOUS.
(A) AMENDMENTS. This Warrant may only be amended by an
instrument signed by the Company and the Holder.
(B) DESCRIPTIVE HEADINGS. The descriptive headings of the
several paragraphs of this Warrant are inserted for purposes of reference only,
and shall not affect the meaning or construction of any of the provisions of
this Warrant.
(C) SEVERABILITY AND SAVINGS CLAUSE. If any one or more of the
provisions contained in this Agreement is for any reason (i) objected to,
contested or challenged by any court, government authority, agency,
department, commission or instrumentality of the United States or any state or
political subdivision thereof, or any securities industry self-regulatory
organization (collectively, "GOVERNMENTAL AUTHORITY"), or (ii) held to be
invalid, illegal or unenforceable in any respect, the Company and the Holder
agree to negotiate in good faith to modify such objected to, contested,
challenged, invalid, illegal or unenforceable provision. It is the intention of
the Company and the Holder that there shall be substituted for such objected to,
contested, challenged, invalid, illegal or unenforceable provision a provision
as similar to such provision as may be possible and yet be acceptable to any
objecting Governmental Authority and be valid, legal and enforceable. Further,
should any provisions of this Agreement ever be reformed or rewritten by a
judicial body, those provisions as rewritten will be binding, but only in that
jurisdiction, on the Holder and the Company as if contained in the original
Agreement. The invalidity, illegality or unenforceability of any one or more
provisions of this Warrant will not affect the validity and enforceability of
any other provisions of this Warrant.
WITNESS the signature of a proper officer of the Company as of the date
first above written.
REPUBLIC AIRWAYS HOLDINGS INC.
By:
-------------------------------------------
Name:
Title:
Acknowledged and Agreed:
AMR CORP.
By:
-----------------------------------------
Name:
Title:
SCHEDULE A
------------------------------------- -----------------------------------
Number of Committed Aircraft Percentage of IPO Shares
------------------------------------- -----------------------------------
Less than 5 0 %
------------------------------------- -----------------------------------
5 6.25%
------------------------------------- -----------------------------------
6 6.50%
------------------------------------- -----------------------------------
7 6.75%
------------------------------------- -----------------------------------
8 7.00%
------------------------------------- -----------------------------------
9 7.25%
------------------------------------- -----------------------------------
10 7.50%
------------------------------------- -----------------------------------
11 7.75%
------------------------------------- -----------------------------------
12 8.00%
------------------------------------- -----------------------------------
13 8.25%
------------------------------------- -----------------------------------
14 8.50%
------------------------------------- -----------------------------------
15 8.75 %
------------------------------------- -----------------------------------
16 9.00 %
------------------------------------- -----------------------------------
17 9.25 %
------------------------------------- -----------------------------------
18 9.50 %
------------------------------------- -----------------------------------
19 9.75 %
------------------------------------- -----------------------------------
20 10.00 %
------------------------------------- -----------------------------------
21 10.25 %
------------------------------------- -----------------------------------
22 10.50 %
------------------------------------- -----------------------------------
23 10.75 %
------------------------------------- -----------------------------------
24 11.00 %
------------------------------------- -----------------------------------
25 11.25 %
------------------------------------- -----------------------------------
26 11.50 %
------------------------------------- -----------------------------------
27 11.75 %
------------------------------------- -----------------------------------
28 12.00 %
------------------------------------- -----------------------------------
29 12.25 %
------------------------------------- -----------------------------------
30 12.50 %
------------------------------------- -----------------------------------
31 12.75 %
------------------------------------- -----------------------------------
Number of Committed Aircraft Percentage of IPO Shares
-------------------------------------- ------------------------------------
32 13.00%
-------------------------------------- ------------------------------------
33 13.25 %
-------------------------------------- ------------------------------------
34 13.50 %
-------------------------------------- ------------------------------------
35 13.75 %
-------------------------------------- ------------------------------------
For purposes of calculating the Applicable Percentage of IPO Shares, the Number
of Committed Aircraft after the expiration of the term of the Air Services
Agreement shall equal the Number of Committed Aircraft on the last day of the
term of the Air Services Agreement.
[FORM OF ASSIGNMENT]
(TO BE EXECUTED BY THE REGISTERED HOLDER IF
SUCH HOLDER DESIRES TO TRANSFER THE WARRANT)
FOR VALUE RECEIVED,
---------------------------------------------
hereby sells, assigns and transfers unto
--------------------------------------------------------------------------
(Please print name, address and taxpayer identification number or social
security number of transferee.)
the accompanying Warrant, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint:
--------------------------------------------------------------------------
attorney, to transfer the accompanying Warrant on the books of the Company, with
full power of substitution. The transferee's tax identification or social
security number is
------------------------------.
Dated: , 20 .
--------------------- -----
[HOLDER]
By:
---------------------------------------
Name:
---------------------------------------
Title:
---------------------------------------
NOTICE
The signature to the foregoing Assignment must correspond to
the name as written upon the face of the accompanying Warrant or any prior
assignment thereof in every particular, without alteration or enlargement or any
change whatsoever.
[FORM OF ELECTION TO PURCHASE AGREEMENT ]
(TO BE EXECUTED BY THE REGISTERED HOLDER IF
SUCH HOLDER DESIRES TO EXERCISE THE WARRANT)
To: :
------------------------
The undersigned hereby irrevocably elects to (i) purchase [INSERT
NUMBER OF SHARES IN WORDS] ([INSERT NUMBER OF SHARES IN NUMBERS]) of the shares
of common stock of Republic Airways Holdings Inc. $.001 par value, ("COMMON
STOCK"), pursuant to the provisions of SECTION 4(A) of the accompanying warrant
(the "WARRANT"), and tenders herewith payment of the aggregate purchase price
for such Warrant Shares in full; (ii) elects to exercise the Warrant for the
purchase of [INSERT NUMBER OF SHARES IN WORDS] ([INSERT NUMBER OF SHARES IN
NUMBERS]) of the shares of Common Stock pursuant to the provisions of SECTION
4(B) (the "CASHLESS EXERCISE" provision) of the attached Warrant; or (iii)
elects to exercise this Warrant for the purchase of [INSERT NUMBER OF SHARES IN
WORDS] ([INSERT NUMBER OF SHARES IN NUMBERS]) of the shares of Common Stock
pursuant to the provisions of SECTION 4(C) (the "COMBINATION EXERCISE"
provision) of the attached Warrant. The undersigned requests that certificates
for such shares of Common Stock be issued in the name of:
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(Please print name and address.)
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(Please insert social security or other identifying number.)
The undersigned hereby confirms and acknowledges that it is acquiring
the shares of Common Stock solely for investment for its own account and not
with a view to distribution, and it will not offer, sell or otherwise dispose of
any such shares of Common Stock except in compliance with the Securities Act of
1933, as amended, or any applicable state securities laws.
If such number of shares of Common Stock shall not be all of the shares
of Common Stock evidenced by the accompanying Warrant, the undersigned requests
that a new Warrant for the balance remaining of such Warrant Shares shall be
issued to, registered in the name of, and delivered to:
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(Please print name and address.)
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(Please insert social security or other identifying number.)
Dated: , . [HOLDER]
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By:
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Name:
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Title:
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NOTICE
The signature to the foregoing Election to Purchase Agreement
must correspond to the name as written upon the face of the accompanying Warrant
or any prior assignment thereof in every particular, without alteration or
enlargement or any change whatsoever.
