exhibit10_45.htm


     

    
      Exhibit
        10.45(b)

      CONFIDENTIAL
        TREATMENT

      REQUESTED
        PURSUANT TO RULE 24b-2

      Execution
        Version

      


      Certain
        portions of this exhibit have been omitted pursuant to a request for
        confidential treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.  The omitted materials have been filed separately with the
        Securities and Exchange Commission.



    

    AMENDMENT
      NUMBER TWO TO

     

    DELTA
      CONNECTION AGREEMENT

     

    This
      Amendment Number Two (this “Second Amendment”), dated the 21st day of
      August, 2007, to the Delta Connection Agreement dated and effective January
      13,
      2005 (as previously amended from time to time, the “Agreement”), is among
      Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia  30320
      (“Delta”), Shuttle America Corp. (as assignee of Republic Airline, Inc.)
      (“Shuttle America” or “Operator”), 8909 Purdue Road, Indianapolis,
      Indiana 46268 and Republic Airways Holdings, Inc. (“Republic”), 8909
      Purdue Road, Indianapolis, Indiana 46268.

     

    WHEREAS,
      Delta, Shuttle America and Republic are parties to the Agreement;

     

    WHEREAS,
      the Agreement currently provides for the Operator to operate sixteen
      (16) Embraer ERJ 170 aircraft (the “ERJ 170 Aircraft”) as a Delta
      Connection Carrier; and

     

    WHEREAS,
      the parties desire to amend the Agreement to replace the ERJ 170 Aircraft with
      sixteen (16) new ERJ 175AR aircraft.

     

    NOW,
      THEREFORE, for and in consideration of the mutual undertakings set forth herein
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, Delta, Operator and Republic, intending to be legally
      bound, hereby agree as follows:

     

    
      	
              1.  

            	
              Defined
                Terms.  All capitalized terms used, but not
                defined, herein shall have the meaning ascribed to such terms in
                the
                Agreement.

            


    

     

    
      	
              2.  

            	
              Section
                1(A) of the Agreement is hereby amended by deleting the first sentence
                of
                such section in its entirety and replacing it with the
                following:

            


    

     

    Operator
      hereby appoints Delta as its agent to publish all fares, schedules and related
      information under Delta’s two letter flight designator code in city pairs
      specified by Delta on the sixteen (16), including one (1) spare, Embraer ERJ
      175AR aircraft set forth on Exhibit A attached hereto (the “ERJ 175 Aircraft”)
      and any other aircraft subsequently agreed by the parties to be operated by
      Operator (together with the ERJ 175 Aircraft, collectively, the “Aircraft”), and
      Delta hereby accepts such appointment.

     

    
      	
              3.  

            	
              Exhibit
                A to the Agreement is hereby deleted in its entirety and replaced
                with the
                Exhibit A attached to this Second
                Amendment.

            


    

     

    
      	
              4.  

            	
              A.           Operator
                expects that the ERJ 175 Aircraft shall be available to be placed
                into
                Delta Connection service no later than the dates set forth on Exhibit
                A.  Should Operator receive notification from the
                manufacturer of the aircraft that aircraft deliveries are delayed,
                Operator shall notify Delta of any such delay as soon as practicably
                as
                possible.

            


    

     

    B.           Simultaneously
      with the placement of each ERJ 175 Aircraft into service under the Agreement,
      one (1) ERJ 170 Aircraft shall be removed from Delta Connection service and
      the
      scope of the Agreement as of such date.  In no event shall an ERJ 170
      Aircraft be removed from Delta Connection service until such aircraft is fully
      replaced by one of the ERJ 175 Aircraft.

     

    
      	
              5.  

            	
              Section
                3(A)(ii)(2) of the Agreement is hereby deleted in its entirety and
                replaced with the following:

            


    

     

    (2)
      Aircraft Lease Expense - Operator’s actual aircraft lease expenses for
      each of the ERJ 175 Aircraft as determined in accordance with Exhibit B
      (the “Aircraft Lease Expense”) attached hereto and incorporated herein (the
“Aircraft Lease Expense”); provided, however, (y) the average Aircraft Lease
      Expense shall be capped at an amount equivalent to a monthly rate of [*] per
      ERJ
      175 Aircraft and (z) any Mark-UP of the Aircraft Lease Expense shall be capped
      at an amount equivalent to a monthly rate of [*] for each ERJ 175
      Aircraft.

     

    
      	
              6.  

            	
              Section
                3(G) of the Agreement is hereby amended by deleting “[*]” from the end of
                the first sentence of such section and replacing it with
                “[*]%”.

            


    

     

    
      	
              7.  

            	
              Section
                11(F) of the Agreement is hereby amended by deleting the word and
                number
                “seven (7)” from the first sentence of such section and replacing them
                with “ten (10)”.

            


    

     

    
      	
              8.  

            	
              Miscellaneous.

            


    

     

    
      	
              A.  

            	
              This
                Amendment constitutes the entire understanding of the parties with
                respect
                to the subject matter hereof, and any other prior or contemporaneous
                agreements, whether written or oral, related thereto are expressly
                superseded hereby.

            


    

     

    
      	
              B.  

            	
              This
                Second Amendment may be executed in any number of counterparts, each
                of
                which shall be deemed an original and all of which, taken together,
                shall
                constitute one and the same
                instrument.

            


    

     

    
      	
              C.  

            	
              Except
                as specifically stated herein, all other terms and conditions of
                the
                Agreement shall remain in full force and
                effect.

            


    

     

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    IN
      WITNESS WHEREOF, the parties have executed this Second Amendment by their
      undersigned duly authorized representatives:

     

     

     

    
      	Republic
              Airways Holdings, Inc.	 	 	Delta
              Air Lines, Inc.	 
	 	 	 	 	 
	
              /s/
                Bryan
                Bedford

            	 	 	
              /s/
                Wayne
                Aaron

            	 
	
              Name:
                Bryan
                Bedford

            	 	 	
              Name:
                Wayne
                Aaron 

            	 
	
              Title:
                Chairman and CEO 

            	 	 	
              Title:
                Vice
                President - Delta Connection

            	 


    

     

    


    
      	Shuttle
              America Corp.	 	 	 	 
	 	 	 	 	 
	
              /s/
                Bryan
                Bedford

            	 	 	
               

            	 
	
              Name:
                Bryan
                Bedford

            	 	 	
               

            	 
	
              Title:
                President 

            	 	 	
               

            	 


    

    
      	
               

               

               

            	 	
               

               

               

            
	 	 	 
	
               

               

               

            	 	 


    

    


     


    
      
              

                       
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    Aircraft
      In-Service Schedule

     

    


     

    


     

    


     

    The
      ERJ
      175AR Aircraft shall be placed into Delta Connection service in accordance
      with
      the following in-service schedule:

     

    


     

    Date                                                                #
      of Aircraft Placed into Service

     

    [*]

     

    [*]

     

    [*]

     

    [*]

     

    [*]

     

    [*]

     

    [*]

     

    [*]

     

    Total                                                                                     16

     

    
 

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    EXHIBIT
      B

     

    


     

    Aircraft
      Lease Expense

     

    


     

    


     

    
      	Assumptions:	 
	 	 
	Spread  	[*]%
	9
              Year T-Bill Rate (a)	[*]%
	Implied
              Rate 	[*]%
	Term
              Years 	    [*]
	 	mortgage
              style - 
	Amortization 	level
              payment
	Payment
              Schedule 	In
              Advance
	Leverage
              (b)   	[*]
	 	 
	Aircraft
              Lease Rate  	[*]
	 	 
	Notes:	 
	 
              
              a)
                We will use the [*] rate on the date we close aircraft
                financing.  For example purposes only, the [*] rate on [*] was
                [*]%

            
	 
	b)
              In January 2008 economics, subject to Embraer escalation adjustment,
              capped at [*]% annually


    

    
      
      


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