EX-10.16(f)




	*****	 Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).



 Such excluded information is not material and would likely cause competitive harm to the registrant if publicly
disclosed. 
 Exhibit 10.16(f) 

LETTER AGREEMENT NO. 5 
 As of
September 30, 2011 
 Republic Airways Holdings Inc. 

8909 Purdue Road 
 Suite 300 

Indianapolis, Indiana 46268 
  

	Re:	 ***** 



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. 5 (the “Letter
Agreement”) certain additional terms and conditions regarding the sale of the 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. 

 

	1.	 ***** 



The following sub-clause will be added to Clause 21 of the Agreement: 

QUOTE 
  

	 	21.6	 ***** 


  

	 	(a)	 ***** 


  

	 	(b)	 ***** 



  
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	 	(c)	 ***** 


  

	 	(d)	 ***** 


  

	 	(e)	 ***** 


  

	 	(i)	 ***** 


  

	 	(ii)	 ***** 


  

	 	(A)	 ***** 


  

	 	(B)	 ***** 


  

	 	(C)	 ***** 


  

	 	(D)	 ***** 


  

	 	(f)	 ***** 


  

	 	(g)	 ***** 


  

	 	(h)	 ***** 


  

	 	(i)	 ***** 


  

	 	(j)	 ***** 


  

	 	(k)	 ***** 


  

	 	(l)	 ***** 


  

	 	(m)	 ***** 


  

	 	(n)	 ***** 



***** 
 UNQUOTE 

 

	2.	 ASSIGNMENT 



Notwithstanding any other provision of this Letter Agreement or of the Agreement but subject to Clause 21.2 and Clause 21.5 of
the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller *****, and any attempted


  
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assignment or transfer in contravention of the provisions of this Paragraph 2 will be void and of no force or effect. 
  

	3.	 CONFIDENTIALITY 



This Letter Agreement is subject to the terms and conditions of Clause 22.11 of the Agreement. 

 

	4.	 COUNTERPARTS 



This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and
delivered will be an original, but all such counterparts will together constitute one and the same instrument. 

  
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 If the foregoing correctly sets forth your understanding, please execute the original and one
(1) copy hereof in the space provided below and return a copy to the Seller. 
  

			
	Very truly yours,
	
	AIRBUS S.A.S.
		
	By:	 	 /s/ Patrick de Castelbajac

		 	 Patrick de Castelbajac

	Its:	 	 Vice President Contracts



  

			
	Accepted and Agreed
	
	REPUBLIC AIRWAYS HOLDINGS INC.
		
	By:	 	 /s/ Bryan Bedford

		 	 Bryan Bedford

	Its:	 	 President



  
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