exhibit10_1.htm


    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT, dated as of October 26, 2007, by and between
      Republic Airways Holdings Inc., a Delaware corporation (the “Purchaser”),
      and WexAir RJET LLC (f/k/a WexAir LLC), a Delaware limited liability company
      (the “Stockholder”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Stockholder is a stockholder of the Purchaser;

     

    WHEREAS,
      the Purchaser desires to purchase from the Stockholder, and the Stockholder
      desires to sell to the Purchaser, One Million Five Hundred Fifty Five Thousand
      (1,555,000) shares of the Common Stock, par value $.001 per share, of the
      Purchaser (the “Shares”) at a price of $20.90 per share.

     

    NOW
      THEREFORE, in consideration of the mutual promises contained herein,
      the parties hereto agree as follows:

     

    1.  Purchase
      and Sale of the Shares and Purchase Price.  On October
      26, 2007, the Stockholder hereby agrees to sell, assign, transfer and deliver
      to
      Purchaser, and Purchaser hereby agrees to purchase from the Stockholder, the
      Shares, at a price of $20.90 per share (the
“Transaction”).  The Stockholder represents and warrants that
      the Stockholder is the sole beneficial owner of the Shares, and agrees that
      the
      Shares shall be transferred to the Purchaser free and clear of all mortgages,
      pledges, security interests, claims, liens, charges or other encumbrances of
      any
      kind.

     

    2.  Settlement.  Settlement
      of the Transaction shall occur on or before October 31, 2007, at which time
      (x)
      the Purchaser shall pay by wire transfer to such account as is specified by
      the
      Stockholder the amount of Thirty Two Million Four Hundred Ninety Nine Thousand
      Five Hundred Dollars ($32,499,500) and (y) the Stockholder shall deliver to
      the
      Purchaser the share certificates representing the Shares, appropriately endorsed
      for transfer.

     

    3.  Applicable
      Law.  This Agreement shall be governed by and interpreted
      in accordance with the laws of the State of New York, other than the conflicts
      of laws principles thereof.

     

    4.  Counterparts.  This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original, but all of which, taken together, shall constitute one
      agreement.

     

    
      	
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Stock Purchase
      Agreement on the day and year first written above.

     

     

     

    
      	 	
              REPUBLIC
                AIRWAYS HOLDINGS INC.

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Robert
              H.
              Cooper	 
	 	 	Name:
              Robert H.
              Cooper 	 
	 	 	Title:
              Executive Vice President and Chief Financial Officer 	 
	 	 	 	 


    

    
      	
               

            	
               

            


    

     

    
      	 	
              WEXAIR
                RJET LLC

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Robert
              Holtz	 
	 	 	Name: Robert
              Holtz 	 
	 	 	Title: Vice
              President