WARRANT SURRENDER AGREEMENTWarrant Surrender Agreement • December 29th, 2004 • Republic Airways Holdings Inc • Air transportation, scheduled
THIS WARRANT SURRENDER AGREEMENT, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”) and DELTA AIR LINES, INC., a Delaware corporation (“Delta”), dated as of December 22, 2004 (the “Agreement”), amends (i) the private placement warrant to purchase 1,500,000 shares of common stock of the Company issued to Delta, dated as of June 7, 2002; (ii) the warrant to purchase 1,500,000 shares of common stock of the Company issued to Delta, dated as of June 2, 2004; (iii) the warrant to purchase 720,000 shares of common stock of the Company issued to Delta, dated as of February 7, 2003; (iv) the warrant to purchase 300,000 shares of common stock of the Company issued to Delta, dated as of October 1, 2003; and (v) the warrant to purchase 480,000 shares of common stock of the Company issued to Delta, dated as of March 10, 2004 (collectively, the “Warrant Agreements”).
AMENDMENT NUMBER FIVE TO DELTA CONNECTION AGREEMENTDelta Connection Agreement • December 29th, 2004 • Republic Airways Holdings Inc • Air transportation, scheduled
This Amendment Number Five (this "Fifth Amendment"), dated and effective December 22, 2004, to the Delta Connection Agreement dated and effective June 7, 2002 as previously amended (the “Agreement”), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 ("Delta"), Chautauqua Airlines, Inc. (“Chautauqua”), 2500 S. High School Road, Suite 160, Indianapolis, Indiana 46241 and Republic Airways Holdings, Inc. (“Republic”), 2500 S. High School Road, Suite 160, Indianapolis, Indiana 46241.
FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK OF REPUBLIC AIRWAYS HOLDINGS, INC.Republic Airways Holdings Inc • December 29th, 2004 • Air transportation, scheduled • New York
THIS IS TO CERTIFY THAT, for value received, DELTA AIR LINES, INC., a Delaware corporation (“Delta”), is entitled, subject to the terms herein, to purchase from REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the "Company"), nine hundred sixty thousand (960,000) fully paid and nonassessable shares 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 Delta, and shall subsequently mean each person or entity to whom this Warrant is duly assigned.
