0001159154-12-000026 Sample Contracts

PHANTOM EQUITY INVESTMENT AGREEMENT
Phantom Equity Investment Agreement • August 9th, 2012 • Republic Airways Holdings Inc • Air transportation, scheduled • Delaware

This Phantom Equity Investment Agreement (this “Agreement”) is made as of June 1, 2012, by and among (a) Frontier Airlines, Inc., a Colorado corporation (the “Company”), (b) Republic Airways Holdings Inc., a Delaware corporation (“Republic”), and (c) FAPAInvest, LLC, a Colorado limited liability company (“FAPAInvest”), acting as agent for and on behalf of those persons employed as of June 24, 2011 (the “Agreement Date”) as pilots by the Company (such persons, collectively, the “Participating Pilots”).

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Third Amendment (this "Third Amendment") to the Capacity Purchase Agreement Gentlemen:
Capacity Purchase Agreement • August 9th, 2012 • Republic Airways Holdings Inc • Air transportation, scheduled

As you are aware, Chautauqua Airlines, Inc. ("Contractor") and Republic Airways Holdings Inc. ("Parent") and Continental Airlines, Inc. ("Continental"), are each parties to a Capacity Purchase Agreement dated as of July 21, 2006, as amended by that certain First Amendment dated January 8, 2007 and as further amended by that certain Second Amendment dated April 3, 2009(as amended, the "CPA"). Capitalized terms not defined herein shall be defined as provided in the CPA.

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