exhibit10_31g.htm


    
       

      
         


        
          EXHIBIT
10.31(g)

          CONFIDENTIAL
TREATMENT

          REQUESTED
PURSUANT TO RULE 24b-2

          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. 

          


        

      

    


    DELTA AIR LINES, INC.

     

    


     

    July 28,
2008

     

    Republic
Airways Holdings, Inc.

    8909
Purdue Road

    Indianapolis,
Indiana  46468

     

    Chautauqua
Airlines, Inc.

    8909
Purdue Road

    Indianapolis,
Indiana  46468

     

    Shuttle
America Corp.

    8909
Purdue Road

    Indianapolis,
Indiana  46468

     

    Ladies
and Gentlemen:

     

    Reference
is made to each of (x) the Delta Connection Agreement (the “Chautauqua
Agreement”), dated as of June 7, 2002 by and among Delta Air Lines, Inc.
(“Delta”),
Chautauqua Airlines, Inc. (“Chautauqua”) and
Republic Airways Holdings, Inc. (“Republic”), as
amended from time to time including pursuant to that certain Amendment Number
Six to Delta Connection Agreement dated as of March 12, 2007 (the “Sixth Amendment”) and
(y) the Delta Connection Agreement dated and effective January 13, 2005 (as
previously amended from time to time, the “Shuttle Agreement”;
together with the Chautauqua Agreement, the “Agreements”), between
Delta, Shuttle America Corp. (“Shuttle America”), as
assignee of Republic Airline, Inc., and Republic. Capitalized terms used and not
otherwise defined herein shall have the respective meanings given thereto in the
Chautauqua Agreement, the Sixth Amendment or the Shuttle Agreement, as
applicable.

     

    1.           Advanced Removal of
ERJ135s.  Each of Delta, Chautauqua, and Republic hereby agrees
that, notwithstanding Section 2 of the Sixth Amendment, the Removal Months for
the final eleven (11) ERJ135s to be removed from the Delta Connection program
and the terms of the Chautauqua Agreement shall be as follows:  (x)
[*] the Removal Month
for three (3) aircraft shall be July 2008 and the date of such removal shall be
July 31, 2008 (at the close of business on such date); (y) [*] the Removal Month for four
(4) additional aircraft shall be August 2008 and the date of such removal shall
be August 31, 2008 (at the close of business on such date); and (z) [*] the Removal Month for the
remaining four (4) aircraft shall be September 2008 and the date of such removal
shall be September 30, 2008 (at the close of business on such
date).  Chautauqua and Delta shall mutually agree as to which ERJ135s
shall be removed during any such Removal Month.

     

    
    

    2.           [*]

     

    3.           Additional
ERJ170s.  Each of Delta, Shuttle America and Republic hereby
agrees that notwithstanding any other provisions of the Shuttle Agreement, the
total number of aircraft to be operated under the Delta Connection program
pursuant to the terms of the Shuttle Agreement during the following periods
shall be as follows, and during such periods each of the applicable aircraft
shall be considered an “Aircraft” for all purposes of the Shuttle
Agreement:

     

    
      	
              (i)  

            	
              August
      1, 2008 – August 18, 2008 – 18
aircraft

            


    

     

    
      	
              (ii)  

            	
              August
      19, 2008 – August 31, 2008 – 17
aircraft

            


    

     

    
      	
              (iii)  

            	
              September
      1, 2008 – Feb 28, 2009 – 16
aircraft

            


    

     

    
      	
              (iv)  

            	
              March
      1, 2009 – March 31, 2009 – 17
aircraft

            


    

     

    
      	
              (v)  

            	
              April
      1, 2009 – August 31, 2009 – 18
aircraft

            


    

     

    
      	
              (vi)  

            	
              September
      1, 2009 – September 30, 2009 – 17
aircraft

            


    

     

    
      	
              (vii)  

            	
              October
      1, 2009 through the end of Term – 16
aircraft

            


    

     

    To the
extent that the number of Aircraft during any such period exceeds the number of
Aircraft scheduled to be subject to the Shuttle Agreement prior to the
effectiveness of this letter, each such Additional Aircraft shall be an
ERJ170.

     

    4.           ERJ170
Removal.  Delta hereby agrees that Shuttle may remove up to two
ERJ170 Aircraft from the Delta Connection program and the terms of the Shuttle
Agreement (in addition to those ERJ170 Aircraft being replaced pursuant to the
terms of Amendment Number Two to the Shuttle Agreement dated as of August 21,
2007); provided
that, (x)
Shuttle shall provide Delta with at least sixty (60) days prior notice of any
such removal and (y) in no event shall any such removal be permitted if, after
giving effect thereto, there would be less than 16 Aircraft subject to the terms
of the Shuttle Agreement.

     

    5.           Chautauqua Agreement
Amendment.  Delta, Republic and Chautauqua further agree that
the Chautauqua Agreement is hereby amended by deleting the text of Article 17 in
its entirety and replacing it with “[Reserved.]”.

     

    6.           Shuttle Agreement
Amendment.  Delta, Republic and Shuttle America further agree
that the Shuttle Agreement is hereby amended by deleting the text of Article 17
in its entirety and replacing it with “[Reserved.]”.

     

    7.           The
parties further agree that, [*]
then this letter shall be null and void and the terms of the Chautauqua
Agreement in effect immediately prior to the dates of this letter agreement
shall govern in respect of the respective parties’ respective rights,
obligations and remedies against the other parties and that each such party
shall be entitled to and have the right to seek damages (as limited under the
Chautauqua Agreement) for the effect of the advanced removals contemplated by
Section 1 hereof.

     

    8.           This
letter agreement 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, are expressly superseded
hereby.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.           This
letter 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.

     

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

     

     

    Please
acknowledge your agreement with the foregoing by signing in the space provided
below.

     

     

     

     

    
      
        	 	Very
      truly yours,	 
	 	 	 
	 	DELTA
      AIR LINES, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Don
      Bornhorst	 
	 	 	Name:
      Don Bornhorst 	 
	 	 	Title:
      SVP-Delta Connection 	 
	 	 	 	 


      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Accepted
and Agreed to as of

    this 28th
day of July, 2008:

     

     

    Republic
Airways Holdings Inc.

     

    By: /s/ Bryan
Bedford

          Name:
Bryan Bedford

          Title:
President & CEO

     

    Chautauqua
Airlines, Inc.

     

    By: /s/ Bryan
Bedford

          Name:
Bryan Bedford

          Title:
President

     

    Shuttle
America Corp.

     

    By: /s/ Bryan
Bedford

          Name:
Bryan Bedford

          Title:
President