EX-10.15(h)



 Exhibit 10.15(h) 

LETTER AGREEMENT NO. 6B 
 As of
September 30, 2011 
 Republic Airways Holdings Inc. 

8909 Purdue Road 
 Suite 300 

Indianapolis, Indiana 46268 
  

	Re:	A319 AIRCRAFT PERFORMANCE GUARANTEE – NEO (CFM A319 LEAP-X ENGINES) 


Dear Ladies and Gentlemen, 
 REPUBLIC AIRWAYS
HOLDINGS INC. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement of even date herewith (the “Agreement”) which covers, among other matters, the
sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 6B (the “Letter
Agreement”) certain additional terms and conditions regarding the sale of the A319 Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms
“herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement. 
 Both parties
agree that this Letter Agreement constitutes an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement is governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern. 

  
 LA 6B-1 









	1.	AIRCRAFT CONFIGURATION 

 The guarantees defined in
Paragraphs 2 and 3 below (the “Guarantees”) are applicable to the A319 Aircraft as described in the A319 Standard Specification ***** as amended by the ***** SCNs including: 

 

	 	(i)	***** 

  

	 	(ii)	***** 

  

	 	(iii)	***** 

 ***** 

***** 

hereinafter referred to as the “Specification” without taking into account any further changes thereto as
provided in the Agreement except as provided in Paragraph 6 below (for purposes of this Letter Agreement No. 6C the “A319 Aircraft”). 
  

	2.	***** GUARANTEES 

  

	2.1	***** 

  

	2.1.1	***** 

 ***** 

***** 
  

	2.1.2	***** 

  

	2.1.3	***** 

  

	2.1.4	***** 

  

	2.1.5	***** 

  

	2.1.6	***** 

  

	2.1.7	***** 

  

	 	1)	***** 

  

	 	2)	***** 

  

	 	3)	***** 

  

	 	4)	***** 


  

	*****	Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 


LA 6B-2 









	2.2	***** 

  

	2.2.1	***** 

 ***** 

***** 
  

	2.2.2	***** 

  

	2.2.3	***** 

  

	2.2.4	***** 

  

	2.2.5	***** 

  

	2.2.6	***** 

  

	2.2.7	***** 

  

	 	1)	***** 

  

	 	2)	***** 

  

	 	3)	***** 

  

	 	4)	***** 

  

	2.3	***** 

 ***** 
  

	2.3.1	***** 

  

	2.3.2	***** 

  

	2.3.3	***** 

  

	2.3.4	***** 

  

	2.3.5	***** 

  

	2.3.6	***** 

  

	2.3.7	***** 

  

	 	1)	***** 

  

	 	2)	***** 


  

	*****	Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 


LA 6B-3 









	 	3)	***** 

  

	 	4)	***** 

  

	2.4	***** 

  

	2.4.1	***** 

 ***** 

***** 
  

	2.4.2	***** 

  

	2.4.3	***** 

  

	2.4.4	***** 

  

	2.4.5	***** 

  

	2.4.6	***** 

  

	2.4.7	***** 

  

	 	1)	***** 

  

	 	2)	***** 

  

	 	3)	***** 

  

	 	4)	***** 

  

	2.5	***** 

  

	3.	***** GUARANTEE 

 ***** 

 

	4.	GUARANTEE CONDITIONS 

  

	4.1	***** 

  

	4.2	***** 

  

	4.3	***** 

  

	4.4	***** 

  

	4.5	***** 


  

	*****	Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 


LA 6B-4 









	5.	GUARANTEE COMPLIANCE 

  

	5.1	***** 

  

	5.2	***** 

  

	5.3	***** 

  

	5.3.1	***** 

  

	5.3.2	***** 

  

	5.4	***** 

  

	5.5	***** 

  

	5.6	***** 

  

	6.	ADJUSTMENT OF GUARANTEES 

  

	6.1	***** 

  

	6.2	***** 

  

	7.	EXCLUSIVE GUARANTEES 

 ***** 

 

	8.	***** 

 ***** 
  

	8.1	***** 

  

	8.1.1	***** 

  

	8.1.2	***** 

  

	8.2	***** 

  

	8.3	***** 


  

	*****	Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 


LA 6B-5 








 If the foregoing correctly sets forth our understanding, please execute two (2) originals in
the space provided below and return one (1) original of this Letter Agreement to the Seller. 
  

			
	AIRBUS S.A.S.
		
	By:	 	 /s/ Patrick de Castelbajac

		 	 Patrick de Castelbajac

	Title:	 	 Vice President Contracts

	
	REPUBLIC AIRWAYS HOLDINGS INC.
		
	By:	 	 /s/ Bryan Bedford

		 	 Bryan Bedford

	Title:	 	 President




  
 LA 6B SigPage 








 APPENDIX 1 

***** GUARANTEES 
  

	1.	***** 

  

	2.	***** 

  

	 	i)	***** 

  

	 	ii)	***** 

  

	 	iii)	***** 

 ***** 

  

	*****	Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 


LA 6B-7