Republic Airways Holdings Exhibit 10.2




EXHIBIT
10.2

 

PROMISSORY
NOTE 








	 $1,000,000	
       May 6, 2005

	 	
       New York, New
York




                                                                                           

                                                                 

    





FOR VALUE
RECEIVED, Republic Airways Holdings Inc., a Delaware corporation (the
“Company”),
hereby promises to pay to the order of Shuttle Acquisition LLC, a Delaware
limited liability company (the “Holder”), the
principal amount of One Million Dollars ($1,000,000) (the “Principal
Amount”).




1. Payment. 




      
(a) The
outstanding Principal Amount of this Note shall be due and payable in full, and
this Note shall mature, if not earlier in accordance with this Note, on May 6,
2007 (the “Maturity
Date”). The
Company shall pay interest on the unpaid balance of the principal amount of this
Note at the rate of eight percent (8%) per annum (the “Interest
Rate”) on a
monthly basis until the Maturity Date. Interest shall commence on the date
hereof and shall continue on the outstanding principal until paid in full. The
Interest Rate shall be computed on the basis of a 360-day year and the actual
number of days elapsed. Each interest payment shall be made within five (5)
Business Days (as defined below) of the end of a month, with the first interest
payment being due on or before June 8, 2005.



 

          (b) All
principal and interest under this Note shall be payable in legal tender of the
United States of America as directed by the Holder by wire transfer of
immediately available funds. Any payment under this Note which is stated to be
due on a day other than a day on which major banks are open for business in New
York, New York (a “Business
Day”) shall
be made on the next succeeding Business Day. 

          

              (c) Amounts
outstanding from time to time under this Note may be prepaid by the Company at
any time without penalty.




 

2.  Default
and Remedies.


 

(a)  If any
one of the following events, each herein called an “Event
of Default”, shall
occur and be continuing for any reason whatsoever (and whether such occurrence
shall be voluntary or involuntary or come about or be effected by operation of
law or otherwise):

 

(i)  the
Company defaults in the due and punctual payment of the principal of this Note
when and as the same shall become due and payable and such default continues for
a period of ten (10) days or more;

 

(ii)  the
Company defaults in the due and punctual payment of any interest on this Note
when the same shall become due and payable and such default shall continues for
a period of ten (10) days or more;

 

(iii)  the
breach of any representation, warranty or covenant of the Company in this Note
and such breach continues unwaived and uncured for a period of ten (10) days or
more following the date of such breach;

 

(iv)  the
Company makes an assignment for the benefit of, or enters into an arrangement
with, creditors;

 

(v)  any
decree or order for relief in respect of the Company is entered under any
bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of
debt, dissolution or liquidation or similar law whether now or hereafter in
effect of any jurisdiction; or

 

(vi)  any
petition in bankruptcy shall be filed by or against the Company or any
proceedings in bankruptcy, or under any law or statute of any jurisdiction
relating to the relief of debtors, being commenced for the relief or
readjustment of any indebtedness of the Company, either through reorganization,
composition, extension or otherwise and, if filed against any obligor, such
petition or proceeding shall remain unstayed or undismissed for a period of
sixty (60) days.

 

 

then (a)
if such event is an Event of Default specified in clause (i), (ii) or (iii) of
this paragraph 2, the Holder may, by written notice to the Company, declare the
unpaid principal amount of this Note, together with accrued interest thereon,
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which are hereby waived by the Company, and (b) if such event
is an Event of Default specified in clause (iv), (v), or (vi) of this paragraph
2, the Note shall automatically become immediately due and payable together with
interest accrued thereon without presentment, demand, protest or notice of any
kind, all of which are hereby waived by the Company.

 

               
(b) Upon the
occurrence of an Event of Default, the Company agrees to pay or reimburse the
Holder for all reasonable expenses incurred by the Holder in connection with the
enforcement of the rights of the Holder relating to this Note, and with respect
to any action which may be instituted by or against the Holder in respect of the
foregoing, including the fees and disbursements of attorneys for the
Holder. 

 




(c) At any
time after an acceleration of this Note has been made as provided herein, the
Holder may, by notice to the Company, rescind such declaration and its
consequences, if all defaults and Events of Default (other than nonpayments of
principal and interest that have become due solely by reason of acceleration)
shall have been remedied or cured or shall have been waived pursuant to this
paragraph; provided,
however, that no
such rescission shall extend to or affect any subsequent default or Event of
Default or impair any right consequent thereon.

 







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3. Representations
and Warranties. The
Company represents and warrants as follows:

 

(a) The
Company is a corporation, duly organized and validly existing under the laws of
the State of Delaware and has the power and authority to own its assets and to
transact the business in which it is now engaged or proposed to be
engaged.

 

(b) The
execution and delivery by the Company of this Note and the performance by the
Company of its obligations hereunder have been duly authorized by all necessary
corporation action and do not and will not: (i) contravene the Company’s
governing documents; (ii) result in a breach of or constitute a default or
require any consent under any indenture or loan or credit agreement or any other
agreement, lease or instrument to which the Company is a party or by which it or
its properties may be bound or affected; or (iii) result in, or require, the
creation or imposition of any lien, upon or with respect to any of the
properties now owned or hereafter acquired by the Company.

 

(c) This Note
is a legal, valid and binding obligation of the Company, enforceable in
accordance with its terms and provisions, except to the extent that such
enforcement may be limited by applicable bankruptcy, insolvency and other
similar laws affecting creditors rights generally.

 

4. Severability
of this Note.
In the
event that any provision of this Note becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Note will
continue in full force and effect without said provision and the parties agree
to replace such provision with a valid and enforceable provision that will
achieve, to the extent possible, the economic, business and other purposes of
such provisions.

 

5. Successors
and Assigns. This
Note, and the obligations and rights hereunder, shall be binding upon and inure
to the benefit of the Holder of this Note, and its respective heirs, successors
and assigns. The Company may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of the Holder hereof.
The Holder hereof shall have the right to assign or transfer this Note or any of
Holder’s rights or obligations hereunder to any affiliate of the
Holder.

 

6. Amendment;
Waiver. Changes
in or additions to this Note may be made, or compliance with any term, covenant,
agreement, condition or provision set forth herein may be omitted or waived
(either generally or in a particular instance and either retroactively or
prospectively), upon written consent of the Company and the Holder of this
Note.

 

7. Notices. All
notices, requests, consents and demands shall be made in writing and shall be
mailed, postage prepaid, or delivered by hand, to the Company at Republic
Airways Holdings Inc. 8909
Purdue Road, Suite
300, Indianapolis,
IN 46268 or to
the Holder at c/o Wexford Capital LLC, 411 W. Putnam Avenue, Greenwich, CT 06830
or any such other place as each party shall notify the other in
writing.

 

8. Further
Assurances. The
Company shall, at any time and from time to time, upon the written request of
Holder, execute and deliver to Holder such further documents and instruments and
do such other acts and things as Holder may reasonably request in order to
effectuate fully the purpose and intent of this Note. 

 

9. Waiver
of Trial by Jury. THE
COMPANY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE.

 

10. Governing
Law; Consent to Jurisdiction.
This Note
shall take effect as a sealed instrument and shall be governed by and construed
in accordance with the laws of the State of New York without regard to the
conflicts-of-laws principles of such state. The Company hereby irrevocably
submits and consents to the jurisdiction of any New York state or federal court
sitting in New York, New York over any action or proceeding arising out of or
relating to this Note, and the Company hereby irrevocably agrees that all claims
in respect of any such action or proceeding may be heard and determined in such
New York state or federal court.

 










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	 	REPUBLIC AIRWAYS HOLDINGS
      INC.
	 
 	 
 	 
 
		By:  	/s/ Robert H. Cooper
	 	
      

      Name:
      Robert H. Cooper
	 	Title: Executive Vice President and Chief Finanical
      Officer