Exhibit 10.3 Amendment 1 to Republic Jet Service Agreement


    EXHIBIT
      10.3

    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.

     

     

    AMENDMENT
      NUMBER ONE TO

    REPUBLIC
      JET SERVICE AGREEMENT

    


    


    This
      Amendment Number One (this "First Amendment"), made and entered September 21,
      2005, to the Republic Jet Service Agreement made and entered September 2, 2005
      (the “Agreement”), is by and between US Airways, Inc. (herein referred to as “US
      Airways”), a Delaware corporation having its principal place of business at 2345
      Crystal Drive, Arlington, Virginia 22227, and Republic Airline Inc. (herein
      referred to as “Republic”), an Indiana corporation, having a principal place of
      business at 8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268 (each
      of US
      Airways and Republic, a “Party” and collectively, the “Parties”).

    


    WHEREAS,
      US
      Airways and Republic are parties to the Agreement; and

    


    WHEREAS,
      the
      Parties desire to amend the Agreement; 

    


    NOW,
      THEREFORE,
      for and
      in consideration of the foregoing premises and the mutual covenants and
      obligations hereinafter set forth, the Parties hereby agree as
      follows:

    


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

    


    2. The
      Agreement shall be amended by deleting clauses (ii) and (iii) of the
      seventh WHEREAS clause of the Agreement and replacing them with the
      following:

    


    (ii)  to
      sell to a subsidiary of RJET and lease back on an interim basis 10 EMB 170
      aircraft owned by US Airways (excluding any such aircraft not purchased by
      Republic pursuant to the Global Aircraft Transaction Agreement, dated as of
      September 21, 2005, between US Airways and RJET (the “GATA”), the “Owned
      Aircraft”); (iii)  to assign to a subsidiary of RJET the leases to 15 EMB
      170 aircraft that are leased by US Airways (excluding any such aircraft as
      to
      which the relevant lease is not assigned to a subsidiary of RJET pursuant to
      the
      GATA, the “Leased Aircraft”).

    


    3. The
      Agreement shall be amended by adding a new Section 2.15 as follows:

    


    Section
      2.15 - Penalties for In Service Date Delays.

    


    (a)
       Subject
      to the provisions of subsections (b) and (c) hereof, if by [*]
      Republic
      has not successfully transitioned each of the Owned Aircraft and the Leased
      Aircraft so that each such aircraft is subject to this Agreement, Republic
      shall
      be liable for penalties (“In Service Delay Penalties”) to be paid to US Airways
      as forth herein. The In Service Delay Penalties for any month shall be credited
      against the Estimated Monthly Compensation payable by US Airways to Republic
      for
      the following month. The In Service Delay Penalties shall be calculated as
      follows:

    


    (i) for
      each
      month during the period [*]
      through
[*]:
      

            (A)  if
      [*]
      (the
“[*]
      Requirement”), an amount calculated as follows: [*].
      By way
      of example, if the [*]
      Requirement is satisfied and 2 such aircraft are not subject to this Agreement
      for the month of [*],
      the In
      Service Delay Penalty would be [*];

              
       (B) if
      the
[*]
      Requirement is not satisfied, an amount calculated as follows: [*].
      By way
      of example, if the [*]
      Requirement is not satisfied and 2 such aircraft are not subject to this
      Agreement for the month of [*],
      the In
      Service Delay Penalty would be [*];

    


    (ii) for
      each
      month during the period [*]
      through
[*],
      an
      amount calculated as follows: [*].
      By way
      of example, if 2 such aircraft are not subject to this Agreement for the month
      of [*],
      the In
      Service Delay Penalty would be [*];

    


    (iii) for
      each
      month beginning on or after [*],
      an
      amount calculated as follows: [*].
      By way
      of example, if 2 such aircraft are not subject to this Agreement for the month
      of [*],
      the In
      Service Delay Penalty would be [*].

    


    (b) In
      the
      event any Owned Aircraft or Leased Aircraft is not subject to this Agreement
      for
      a period beginning on [*]
      that is
      less than a full calendar month, the In Service Delay Penalty for such aircraft
      will be prorated by the number of calendar days in such month that such aircraft
      was not subject to this Agreement divided by the number of calendar days in
      such
      month.

    


    (c) Any
      delay
      in an Owned Aircraft or Leased Aircraft becoming subject to this Agreement
      that
      is due to events beyond the control of Republic, including without limitation,
      a
      Force Majeure Event or the unavailability of a flight simulator or other
      facilities or equipment necessary for flight crew training, shall not be counted
      with respect to the calculation of the In Service Delay Penalties and the dates
      and time periods referred to in subsection (a) hereof shall be extended by
      the
      amount of time attributable to any such excusable delay.

    _____

    *
      Confidential

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. In
      the
      event that Republic operates an EMB-170/-190 heavy overhaul maintenance facility
      or other maintenance facility in a location in the state of Alabama (the
“Alabama Facility”) under the terms of the letter agreement dated September 21,
      2005, between among US Airways, Republic and The Retirement Systems of Alabama,
      or any successor letter agreement or amendment thereto, Sections 3, 4 and 7
      of
      Exhibit 2.2 of the Agreement shall be amended by deleting such Sections and
      replacing them with the following:

    


    3.
       Maintenance
      Base Operations

    


    [*] 

    


    4. Maintenance
      Base

    


    [*] 

    


    7. Hub
      Arrivals/Departures

    


    [*] 

    


    5. The
      second Section 7 of Exhibit 2.2 of the Agreement with the heading “Consent to
      Schedule Changes” shall be renumbered Section 8.

    


    6. Miscellaneous.

    


    (a) This
      First 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, are expressly superseded hereby.

    


    (b) This
      First Amendment may be executed in any number of counterparts (including via
      facsimile), 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.

    _____

    *
      Confidential

    



    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, US
      Airways and Republic have caused this First Amendment to be executed by their
      duly authorized representatives on the day and year first above
      written.

     

     

    
      REPUBLIC
        AIRLINE INC.                                                    US
        AIRWAYS, INC.



    
      
        	 	 	 	 
	/s/
                Bryan Bedford    	 	 	 /s/
                Andrew Nocella
	
                

              	 	 	
                

              
	By: Bryan
                Bedford
Title: Chief
                Executive Officer	 	 	
                By: Andrew
                  Nocella

                Title: SVP
                  Planning

              


      



     

    


    
      
        
        

      

      
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