EXHIBIT 10.62(c)


 


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.


 


EXECUTION VERSION


 


AMENDMENT NO. 1 TO AIRLINE
SERVICES AGREEMENT


 


This Amendment No. 1, dated as of May 15,
2009 (this “Amendment”), to the Airline
Services Agreement dated as of September 3, 2008 (the “Agreement”) is among Midwest
Airlines, Inc. (“Midwest”),
Republic Airline, Inc. (“RAI”),
Midwest Air Group, Inc. (“Midwest Holdings”)
and Republic Airways Holdings Inc. (“RAI Holdings”).


 


WHEREAS, Midwest, RAI, Midwest Holdings and RAI Holdings
are parties to the Agreement; and


 


WHEREAS, the parties desire to amend the Agreement to
include two Embraer EMB 190 aircraft as Covered Aircraft to be operated by RAI
pursuant to the terms of the Agreement;


 


NOW, THEREFORE, for and in consideration of the mutual
undertakings set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Midwest, RAI, Midwest
Holdings and RAI Holdings hereby agree as follows:


 


1.                                       Defined
Terms.  All
capitalized terms used herein shall have the meanings given to such terms in
the Agreement.


 


2.                                       Amendments.


 


The
Agreement is hereby amended as follows:


 


(a)                                  Section 10.18
is amended by (i) adding the letter “(a)”, immediately before first
sentence thereof and adding the following paragraph (b) at the end of such
section:


 


“(b)                           In addition to
any amounts payable by Midwest pursuant to paragraph (a) hereof (but
without limiting any express obligations of RAI thereunder), any payments made or
costs incurred by RAI during the term of this Agreement for or on account of
any LLPs for any Covered Aircraft shall be for the account of Midwest and
payable as a pass through cost pursuant to Section 3.01.”


 


(b)                                 Exhibit A
is hereby amended by adding each of the following definitions in the
appropriate alphabetical location:


 


““E190
Aircraft” means each Embraer model EMB190 Aircraft that is a Covered
Aircraft.”


 

















 


““First
Amendment” means Amendment No. 1 to this Agreement, dated as of May 15,
2009, among Midwest, RAI, RAI Holdings and Midwest Holdings.”


 


(c)                                  Exhibit B
of the Agreement shall be deleted and replaced with Schedule 1 hereto.


 


(d)                                 Appendix 1 to Exhibit D
of the Agreement shall be deleted and replaced with Schedule 2 hereto.


 


3.                                       Conditions
Precedent.  This
Amendment shall become effective only upon the occurrence of each of the
following:


 


(a)                                  the execution
and delivery of this Amendment by each of the parties hereto; and


 


(b)                                 execution of
lease agreements in respect of two Embraer EMB 190 aircraft between Republic
and GECAS.


 


4.                                       Miscellaneous.


 


(a)                                  This Amendment
shall be governed by the law of the State of New York (including without
limitation Section 5-1401 of the New York General Obligations Law).


 


(b)                                 This Amendment
may be executed in separate counterparts by the parties hereto, and each
counterpart shall when executed and delivered be an original document, but all
counterparts shall together constitute one and the same instrument.


 


(c)                                  Except as
otherwise amended by this Amendment, the Agreement shall remain in full force
and effect.


 


2

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Airline Services Agreement to be duly executed and delivered as of the date and
year first written above.


 


	
  MIDWEST AIRLINES, INC.

  	
   

  	
  REPUBLIC AIRLINE INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Curtis E. Sawyer

  	
   

  	
  By

  	
  /s/ Bryan Bedford

  
	
   

  	
  Curtis E. Sawyer, Senior
  Vice President

  	
   

  	
   

  	
  Bryan Bedford, President

  
	
   

  	
  and Chief Financial
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MIDWEST
  AIR GROUP, INC.

  	
   

  	
  REPUBLIC
  AIRWAYS HOLDINGS INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By
  

  	
  /s/
  Curtis E. Sawyer

  	
   

  	
  By

  	
  /s/
  Bryan Bedford

  
	
   

  	
  Curtis
  E. Sawyer, Senior Vice President

  	
   

  	
   

  	
  Bryan
  Bedford, President

  
	
   

  	
  and
  Chief Financial Officer

  	
   

  	
   

  	
   

  



 


3

















 


SCHEDULE 1


 


EXHIBIT B


Covered Aircraft &
In-Service Schedule


 


	
  Number

  	
   

  	
  Aircraft Type

  	
   

  	
  Scheduled In-Service Day

  
	
  1.

  	
   

  	
  EMB 170

  	
   

  	
  [*]

  
	
  2.

  	
   

  	
  EMB 170

  	
   

  	
  [*]

  
	
  3.

  	
   

  	
  EMB 170

  	
   

  	
  [*]

  
	
  4.

  	
   

  	
  EMB 170

  	
   

  	
  [*]

  
	
  5.

  	
   

  	
  EMB 170

  	
   

  	
  [*]

  
	
  6.

  	
   

  	
  EMB 170

  	
   

  	
  [*]

  
	
  7.*

  	
   

  	
  EMB 170

  	
   

  	
  [*]

  
	
  8.

  	
   

  	
  EMB 170

  	
   

  	
  [*]

  
	
  9.

  	
   

  	
  EMB 170

  	
   

  	
  [*]

  
	
  10.

  	
   

  	
  EMB 170

  	
   

  	
  [*]

  
	
  11.

  	
   

  	
  EMB 170

  	
   

  	
  [*]

  
	
  12.

  	
   

  	
  EMB 170

  	
   

  	
  [*]

  
	
  13.

  	
   

  	
  EMB 190

  	
   

  	
  [*]

  
	
  14.

  	
   

  	
  EMB 190

  	
   

  	
  [*]

  



 






*Aircraft
number 7 shall be the Spare Aircraft


 


*Confidential


 

















 


SCHEDULE 2


 


Base Compensation Rates for EMB170
Aircraft


 


	
   

  	
   

  	
  COST

  	
   

  	
  SUBJECT

  	
   

  	
  UNIT OF

  	
   

  	
   

  	
   

  	
  PERIODIC

  
	
   

  	
   

  	
  ELEMENT

  	
   

  	
  TO ESCALATION

  	
   

  	
  MEASURE

  	
   

  	
  RATE(1)

  	
   

  	
  ADJUSTMENT

  
	
  FIXED
  COSTS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  VARIABLE
  COSTS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  PASS-THRU
  COSTS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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*Confidential


 


(1)  Costs expressed
in January 2008 economics


 





















 


Costs and Rates
applicable to training flights operated per Section 8.02(d)(ii).


 


	
   

  	
   

  	
  COST

  	
   

  	
  SUBJECT

  	
   

  	
  UNIT OF

  	
   

  	
   

  	
   

  	
  PERIODIC

  
	
   

  	
   

  	
  ELEMENT

  	
   

  	
  TO ESCALATION

  	
   

  	
  MEASURE

  	
   

  	
  RATE(1)

  	
   

  	
  ADJUSTMENT

  
	
  FIXED
  COSTS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  VARIABLE
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[*]


 


*Confidential


 

















 


Base Compensation Rates for EMB190
Aircraft


 


	
   

  	
   

  	
  COST

  	
   

  	
  SUBJECT

  	
   

  	
  UNIT OF

  	
   

  	
   

  	
   

  	
  PERIODIC

  
	
   

  	
   

  	
  ELEMENT

  	
   

  	
  TO ESCALATION

  	
   

  	
  MEASURE

  	
   

  	
  RATE(1)

  	
   

  	
  ADJUSTMENT

  
	
  FIXED
  COSTS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  VARIABLE
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  PASS-THRU
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*Confidential


 


(1)  Costs expressed
in January 2009 economics