Unassociated Document


    
    

    
      	
              

            	 
      	
              EXHIBIT
      10.65

            
	 
      	 
      	
              CONFIDENTIAL
      TREATMENT

            
	 
      	 
      	
              REQUESTED
      PURSUANT TO RULE 24b-2

            


    

    Certain portions of this exhibit, as indicated by
"[*]", 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.

    
 

    
      PURCHASE
AGREEMENT

    

    


    
      NO.
PA-C006

    

    


    
      Between

    

    


    
      BOMBARDIER
INC.

    

    


    
      as
represented by

    

    


    
      BOMBARDIER
AEROSPACE

    

    
      COMMERCIAL
AIRCRAFT

    

    


    
      and

    

    


    
      REPUBLIC
AIRWAYS HOLDINGS INC.

    

     

    
      

    

     

    Relating
to the Purchase of

    
      Forty (40) Bombardier CSeriesTM Model CS300
Aircraft

       

      
        
          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      TABLE
OF CONTENTS

    

    


    
      
        	
                ARTICLE
      1  -  INTERPRETATION

              	
                3

              
	
                ARTICLE
      2  -  SUBJECT MATTER OF SALE

              	
                6

              
	
                ARTICLE
      3  -  CUSTOMER SUPPORT SERVICES AND
      WARRANTY

              	
                6

              
	
                ARTICLE
      4  -  PRICE / TAXES

              	
                7

              
	
                ARTICLE
      5  -  PAYMENT

              	
                8

              
	
                ARTICLE
      6  -  BUYER INFORMATION

              	
                9

              
	
                ARTICLE
      7  -  CERTIFICATION

              	
                9

              
	
                ARTICLE
      8  -  DELIVERY AND ACCEPTANCE PROCESS

              	
                10

              
	
                ARTICLE
      9  -  TITLE AND RISK

              	
                12

              
	
                ARTICLE
      10  -  CHANGES

              	
                13

              
	
                ARTICLE
      11  -  BUYER’S REPRESENTATIVE AT BOMBARDIER
      FACILITY

              	
                15

              
	
                ARTICLE
      12  -  EXCUSABLE DELAY

              	
                15

              
	
                ARTICLE
      13  -  NON-EXCUSABLE DELAY / CERTIFICATION DELAY /
      FAILURE TO TAKE DELIVERY

              	
                16

              
	
                ARTICLE
      14  -  LOST, DESTROYED OR DAMAGED
    AIRCRAFT

              	
                17

              
	
                ARTICLE
      15  -  TERMINATION

              	
                18

              
	
                ARTICLE
      16  -  NOTICES

              	
                20

              
	
                ARTICLE
      17  -  INDEMNITY AGAINST INTELLECTUAL PROPERTY
      INFRINGEMENT

              	
                21

              
	
                ARTICLE
      18  -  LIMITATION OF LIABILITY; DISCLAIMER AND
      RELEASE; INDEMNIFICATION

              	
                22

              
	
                ARTICLE
      19  -  ASSIGNMENT

              	
                23

              
	
                ARTICLE
      20  -  SUCCESSORS

              	
                24

              
	
                ARTICLE
      21  -  APPLICABLE LAWS

              	
                24

              
	
                ARTICLE
      22  -  CONFIDENTIAL NATURE OF
AGREEMENT

              	
                24

              
	
                ARTICLE
      23  -  AGREEMENT

              	
                25

              
	
                ARTICLE
      24  -  CAPE TOWN REGISTRATION

              	
                26

              
	
                ARTICLE
      25  -  EXECUTION IN COUNTERPART

              	
                26

              
	
                APPENDIX
      II  -  DELIVERY SCHEDULE

              	
                30

              
	
                APPENDIX
      III  -  TYPE SPECIFICATION

              	
                31

              
	
                APPENDIX
      IV  -  BUYER SELECTED OPTIONAL
FEATURES

              	
                32

              
	
                APPENDIX
      V  -  BUYER INFORMATION

              	
                33

              
	
                APPENDIX
      V  -  FORM “A”  -  BUYER’S
      CUSTOMIZED PAINT SCHEME

              	
                34

              
	
                APPENDIX
      V  -  FORM “B”  -  BUYER’S
      INTERIOR DECOR AND EMERGENCY EQUIPMENT LIST

              	
                35

              
	
                APPENDIX
      V  -  FORM “C”  -  BUYER’S
      PLACARDS, LABELS & MARKINGS

              	
                36

              
	
                SCHEDULE
      I  -  CERTIFICATE OF ACCEPTANCE

              	
                37

              
	
                SCHEDULE
      II  -  BILL OF SALE

              	
                38

              
	
                SCHEDULE
      III  -  CERTIFICATE OF RECEIPT OF
    AIRCRAFT

              	
                40

              
	
                SCHEDULE
      IV  -  CHANGE ORDER

              	
                41

              


      

    

    


    
      	
              ANNEX
      A

            	
              CUSTOMER
      SUPPORT SERVICES

            
	
              ANNEX
      B

            	
              WARRANTY
      AND SERVICE LIFE POLICY

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    
       

      This
Agreement is made on the 24th day of
February, 2010.

    

    


    
      	
              BETWEEN:

            	
              BOMBARDIER INC., a
      Canadian corporation, as represented by Bombardier Aerospace, Commercial
      Aircraft, having an office at 123 Garratt Boulevard, Toronto, Ontario,
      Canada, M3K 1Y5 (“Bombardier”)

            


    

    


    
      	
              AND:

            	
              REPUBLIC AIRWAYS HOLDINGS
      INC., a Delaware corporation having an office at 8909 Purdue Road,
      Suite 300, Indianapolis, Indiana 46268, U.S.A. (“Buyer”).

            


    

    


    
      	
              WHEREAS

            	
              Buyer
      desires to purchase and Bombardier desires to sell forty (40) Aircraft and
      related data, documents, and services on the terms and conditions set out
      in this Agreement;

            


    

    


    NOW
THEREFORE, in consideration of the mutual covenants herein contained, Buyer and
Bombardier agree as follows:

    


    ARTICLE
1  -  INTERPRETATION

    


    
      	
              1.1

            	
              The
      headings in this Agreement are included for convenience only and shall not
      be used in the construction or interpretation of this
      Agreement.

            


    

    


    
      	
              1.2

            	
              In
      this Agreement, unless otherwise expressly provided or the context
      otherwise requires, the singular includes the plural and
      vice-versa.

            


    

    


    
      	
              1.3

            	
              In
      this Agreement, the following expressions shall have the meaning ascribed
      thereto below unless otherwise expressly
  provided

            


    

    


    “Acceptance Period” means, in
the case of any Aircraft, a period of [*] consecutive Business Days,
commencing on the later of the Readiness Date for such Aircraft or the date such
Aircraft is actually made available to Buyer for final ground and flight
acceptance at the Delivery Location in which to complete the final acceptance of
the Aircraft;

    


    “Agreement” means this
Agreement, including the Schedules, Annexes, and Appendices attached hereto and
letter agreements between Bombardier and Buyer, if any, expressly stated to be
part of the Agreement and the Specification (each of which is incorporated into
this Agreement by this reference), as they may be amended or supplemented
pursuant to the provisions of this Agreement;

    


    “Aircraft” means the aircraft
to be sold and purchased pursuant to this Agreement (including any aircraft the
subject of an option exercise).  For the avoidance of doubt, in the
event that this Agreement covers more than one aircraft, the expression
“Aircraft” shall refer to any one or more of such aircraft as the context
requires, or as otherwise expressly stated in the relevant provision of this
Agreement;

    
    

    
      
        
          
            

          

        

        *
Confidential

         

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 3 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      

       

      
      

    

    
      	
               
      

            	
              “Aircraft Purchase Price”
      means the CS300 Aircraft Purchase
      Price;

            


    

    


    
      	
               
      

            	
              “Base Customer Support
      Services” means the customer support services included in the
      Aircraft Purchase Price and described in Annex
  A;

            


    

    


    “Bill of Sale” means a bill of
sale in the form set out in Schedule II;

    


    “Business Day” means any day
other than a Saturday, Sunday or day on which banks are authorized or required
to close in Indianapolis, Indiana, USA, Toronto,  Ontario, or
Montreal, Quebec, Canada;

     

    “Buyer Requested Changes”
means changes made pursuant to Article 10.1;

    


    “Buyer Selected Optional
Features” means the items set out in Appendix IV;

    


    “Certificate of Acceptance”
means a certificate of acceptance in the form set out in Schedule
I;

    


    “Certificate of Receipt of
Aircraft” means a certificate in the form set out in Schedule
III;

    


    [*]

    


    “Change Order” means a
document to be utilized to amend this Agreement in the form set out in Schedule
IV;

    


    
      	
               
      

            	
              “Configured CS300 Price”
      has the meaning set out in Article
4.1;

            


    

    


    
      	
               
      

            	
              “CS300 Aircraft Purchase
      Price” has
      the meaning set out in Article 4.2;

            


    

    


    
      	
               
      

            	
              “CS300 List Price” has
      the meaning set out in Article 4.1;

            


    

    


    “Delivery Date” means, with
respect to any Aircraft, the date on which title to such Aircraft transfers from
Bombardier to Buyer pursuant to Article 9.1;

     

     “Delivery Location”
means Bombardier’s facility in Mirabel, Quebec, Canada, or such other location
in Canada agreed upon by Bombardier and Buyer;

     

    “Deposits” means the Firm
Deposits and the Option Deposits;

    


    “EASA” means the European
Aviation Safety Agency;

    


    “Economic Adjustment Formula”
means the economic adjustment formula attached as Appendix I;

    


    “Excusable Delay” has the
meaning set out in Article 12.1;

     

      
        
          
            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 4 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      

      
      

    

     

    “FAA” means the Federal
Aviation Administration of the United States of America;

     

    “Firm Aircraft” means each of
the forty (40) Aircraft offered for sale in the Agreement in Article
2.1;

     

    “Firm Deposit” has the meaning
set out in Article 5.1.1.

    


    “Intellectual Property” means
a patent, trademark, industrial design or copyright registered with a Canadian
or United States office or agency having jurisdiction with respect thereto or
similar office or agency of another country whose laws respect the rights of
patent, trademark, industrial design and copyright owners of other countries or
a trade secret protected under the laws of any country whose laws respect the
trade secrets of other countries;

    


    “Non-Excusable Delay” has the
meaning set out in Article 13.1;

    


    “Notice” means any notice,
request, approval, permission, consent or other communication to be given or
required under this Agreement in accordance with Article 16;

     

    “Option Deposit” means a
deposit by Buyer with Bombardier of U.S. Dollars with respect to an Aircraft as
to which Bombardier has granted to Buyer an option to purchase;

     

    “[*]”
[*]

     

    “Permitted Change” has the
meaning set out in Article 10.2;

    


    “Readiness Date” means the
date on which the Aircraft will be offered by Bombardier for Buyer’s final
ground and flight acceptance (as notified by Bombardier to Buyer);

    


    “Regulatory Change” has the
meaning set out in Article 10.3;

     

    “Scheduled Delivery Month”
means for each Aircraft the month (as may be established and subsequently
modified from time to time in accordance with this Agreement) in which such
Aircraft shall be offered to Buyer for final ground and flight
acceptance;

    


    
      	
               
      

            	
              “Scheduled Delivery
      Quarter” means for each Aircraft the quarter specified in Appendix
      II (as may be modified from time to time in accordance with this
      Agreement) in which such Aircraft shall be offered to Buyer for final
      ground and flight acceptance;

            


    

    


    “Specification” means the type
specification referred to in Appendix III, being a general description of the
Aircraft (a copy of which Buyer acknowledges having received), as that
specification may be modified from time to time in accordance with this
Agreement;

     

    
      
      

      
        
          
            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 5 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      

      
      

    

     

    “Subsidiary” of a corporation
means a corporation or other entity more than 50% of whose stock or other equity
interest of any class or classes having by the terms thereof ordinary voting
power to elect a majority of the directors (or equivalent officials) is at the
relevant time owned directly or indirectly by such corporation;

    


    “Taxes” has the meaning set
out in Article 4.3; and

    


    “TC” means Transport Canada
Civil Aviation.

    


    
      	
              1.4

            	
              All
      dollar amounts in this Agreement are expressed in United States Dollars
      and all references to “$” and “USD” have a
      corresponding meaning.

            


    

    


    
      	
              1.5

            	
              In
      this Agreement, reference to an Article, Schedule, Annex or Appendix shall
      be construed as a reference to an article, schedule, annex or appendix of
      and to this Agreement.

            


    

    


    
      	
              1.6

            	
              In
      this Agreement, reference to “include”, “includes” or
      “including” shall mean including without
  limitation.

            


    

    


    
      	
              1.7

            	
              For
      the purposes of this Agreement, a corporation or an entity is an affiliate
      of another corporation or entity if, but only if, one corporation or
      entity is a Subsidiary of the other corporation or entity or both
      corporations or entities are Subsidiaries of the same corporation or
      entity.

            


    

    


    ARTICLE
2  -  SUBJECT MATTER OF SALE

    


    
      	
              2.1

            	
              Subject
      to the terms and conditions of this Agreement, Bombardier shall sell and
      Buyer shall purchase forty (40) Bombardier CSeries Model CS300
      aircraft manufactured pursuant to the Specification as supplemented to
      include the Buyer Selected Optional
Features.

            


    

    


    
      ARTICLE
3  -  CUSTOMER SUPPORT SERVICES AND
WARRANTY

    

    


    
      	
              3.1

            	
              Bombardier
      shall provide to Buyer the Base Customer Support Services pursuant to the
      provisions of Annex A.

            


    

    


    
      	
              3.2

            	
              Bombardier
      shall provide to Buyer the warranty and the service life policy described
      in Annex B. Such warranty shall be the exclusive warranty applicable to
      the Aircraft, parts, technical data, services and any other item to be
      delivered under this Agreement.

            


    

    


    
      	
              3.3

            	
              Unless
      expressly stated otherwise, the items referred to in Article 3.1 and
      Article 3.2 above are included in the Configured CS300 List
      Price.

            


    

     

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 6 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      

       

      
      

    

    
      ARTICLE
4  -  PRICE / TAXES

    

    


    
      	
              4.1

            	
              Prices

            


    

    


    
      	
              4.1.1

            	
              CSeries Model CS300 Aircraft
      Price

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      list price of each CSeries Model CS300
      aircraft (excluding any Buyer Selected Optional Features) Ex Works
      (Incoterms 2000) at the Delivery Location [*] (the “CS300 List
      Price”).

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      price of the Buyer Selected Optional Features for each CSeries Model CS300
      aircraft [*]
      

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      price of each configured CSeries Model CS300
      aircraft is the sum of (i) the CS300 List Price and (ii) the price of the
      Buyer Selected Optional Features for such aircraft, [*] (the “Configured CS300
      Price”).

            


    

    


    
      	
              4.2

            	
              Aircraft Purchase
      Price

            


    

    


    
      	
              4.2.1

            	
              The
      “CS300
      Aircraft Purchase
      Price” for each Aircraft shall be the aggregate of (i) the
      Configured CS300 Price, (ii) any Buyer Requested Changes, and (iii) any
      Regulatory Changes for which Buyer is responsible pursuant to Article
      10.3, all as adjusted by the application of the Economic Adjustment
      Formula to the Delivery Date of such
Aircraft.

            


    

    


    
      	
              4.3

            	
              The
      Aircraft Purchase Price does not include any taxes, fees or duties
      including, but not limited to, sales, use, value added (including the
      Canadian Goods and Services Tax), personal property, gross receipts,
      franchise, excise taxes, assessments or duties (collectively, “Taxes”) which are or
      may be imposed by law upon Bombardier, any affiliate of Bombardier, Buyer,
      or the Aircraft  whether or not there is an obligation for
      Bombardier to collect same from Buyer, by any taxing authority or
      jurisdiction occasioned by, relating to or as a result of the execution of
      this Agreement or the sale, lease, delivery, storage, use or other
      consumption of any Aircraft or any other matter, good or service provided
      under or in connection with this
Agreement.

            


    

    


    
      	
              4.4

            	
              If
      any Taxes (other than income taxes charged on the income of Bombardier and
      its affiliates and other than Taxes for which Bombardier is responsible
      pursuant to Article 4.5) are imposed upon Bombardier or Buyer with respect
      to the sale of the Aircraft and related services pursuant to this
      Agreement and become due or are to be collected from Bombardier by any
      taxing authority, Bombardier shall notify Buyer. If Buyer has not paid for
      the Aircraft in full at the time of such imposition, such Taxes shall be
      added to the Aircraft Purchase Price.  If Buyer has paid for the
      Aircraft at the time of such imposition, Buyer shall promptly, but no
      later than ten (10) Business Days after receiving such notice, pay such
      Taxes directly to the taxing authority, or reimburse Bombardier for such
      Taxes, as the case may be, including interest and
    penalties.

            


    

    


    
      	
              4.5

            	
              [*]

            


    

    
    

    
      
        
          
             

            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 7 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      

       

      
      

    

    
      
      

    

    
      	
              4.6

            	
              Upon
      either party’s request, the other party shall execute and deliver to the
      requesting party any documents that the requesting party reasonably deems
      necessary or desirable in connection with any exemption from, reduction
      of, contestation of, or defense against any imposition of Taxes with
      respect to the sale of the Aircraft and related services pursuant to this
      Agreement.

            


    

    


    ARTICLE
5  -  PAYMENT

    


    
      	
              5.1 

            	
              Payments

            


    

    


    
      	
              5.1.1

            	
              Bombardier
      acknowledges having received from Buyer a deposit of [*] with respect to each
      Firm Aircraft (the “Firm
      Deposit”) to be applied against the balance of the Aircraft
      Purchase Price due on or before the Delivery Date of the relevant Firm
      Aircraft.

            


    

    


    
      	
              5.1.2

            	
              Buyer
      shall make payment or cause payment to be made for each Firm Aircraft as
      follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Upon
      execution of this Agreement Buyer shall make a payment to Bombardier in
      the amount of [*]

            


    

    


    
      	
               
      

            	
              (b)

            	
              [*]
  

            


    

    


    
      	
               
      

            	
              (c)

            	
              [*]
  

            


    

    


    
      	
               
      

            	
              (d)

            	
              [*]

            


    

    


    
      	
               
      

            	
              (e)

            	
              [*]

            


    

    


    
      	
               
      

            	
              (f)

            	
              [*]

            


    

    


    
      	
               
      

            	
              (g)

            	
              [*]

            


    

    


    
      	
               
      

            	
              (h)

            	
              [*]

            


    

    


    All
payments referred to in paragraphs (f) and (g) above are to be made on the first
Business Day of the applicable month.  [*]

    


    [*] 

    


    
      	
              5.2

            	
              If
      Buyer fails to pay when due any amount payable by it under this Agreement,
      Buyer shall pay Bombardier, immediately upon demand, interest on such late
      payment, from the date that such payment becomes due up to and including
      the day of payment, at [*], compounded monthly.
      Bombardier’s right to receive such interest is in addition to any other
      right or remedy Bombardier has at law or otherwise as a result of Buyer’s
      failure to make payments when due including the right to terminate this
      Agreement in accordance with Article
15.

            


    

    


    
      	
              5.3

            	
              Buyer
      shall make all payments due under this Agreement in immediately available
      funds by deposit on or before the due date to Bombardier’s account
      detailed below or such other bank account in North America as Bombardier
      may notify to Buyer from time to time at least one Business Day prior to
      the date when payment is due:

            


    

    
    

    
      
        
          
            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 8 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      

       

      
      

    

    
      	
              Transfer
      to:

            	 
      	
              [*]

            	 
      
	 
      	 
      	
              [*]

            	 
      
	 
      	 
      	
              [*]

            	 
      
	 
      	 
      	
              [*]

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              [*]

            	
              [*]

            
	
              [*]

            	 
      	 
      	 
      
	
              [*]

            	 
      	 
      	 
      
	
              [*]

            	 
      	 
      	 
      


    

    


    
      Reference:  Purchase
Agreement No. PA-C006 / Invoice No.

    

    


    
      	
              5.4

            	
              All
      other amounts due from Buyer with respect to each Aircraft pursuant to
      Articles 4 and 5 shall be paid on or prior to the Delivery Date of the
      respective Aircraft.

            


    

    


    
      	
              5.5

            	
              Bombardier
      shall remain the exclusive owner of each Aircraft, free and clear of all
      rights, prior claims, interests, liens, charges, registrations and
      encumbrances or special property interests of or created by or through
      Buyer until such time as Bombardier has delivered to Buyer a Bill of Sale
      for such Aircraft.

            


    

    


    
      	
              5.6

            	
              Buyer
      shall make all payments under this Article 5 without set-off, deduction or
      counter claim of any kind.

            


    

    


    ARTICLE
6  -  BUYER INFORMATION

    


    
      	
              6.1

            	
              During
      the manufacture of the Aircraft, Buyer shall provide to Bombardier the
      information with respect to such Aircraft set forth in Appendix V by the
      applicable date set forth therein.

            


    

    


    
      	
               
      

            	
              Failure,
      refusal or delay of Buyer to comply with the requirements of this Article
      6.1 may result in an increase in the Aircraft Purchase Price [*], a delay in the
      delivery of the Aircraft, or both.  Further, any revisions to
      the Appendix V information that Bombardier receives after the respective
      due date may result in an increase in the Aircraft Purchase Price [*], a delay in delivery
      of the Aircraft, or both.

            


    

    


    
      	
              6.2

            	
              Buyer
      acknowledges that there will be no Buyer furnished equipment installed or
      incorporated on the Aircraft.

            


    

    


    
      	
              6.3

            	
              Buyer
      acknowledges that the Aircraft paint scheme shall include the placement of
      a Bombardier logo(s), the size and location of which shall be subject to
      mutual agreement of Bombardier and Buyer. [*].

            


    

    


    ARTICLE
7  -  CERTIFICATION

    


    
      	
              7.1

            	
              Bombardier
      shall obtain from (a) TC, a TC Type Certificate (Transport Category), (b)
      the FAA, an FAA Type Certificate, and (c) EASA, an EASA Type Certificate
      for aircraft of the type of the Aircraft, and Bombardier shall furnish
      Buyer a copy of the TC and FAA Type Certificates upon request of Buyer and
      the EASA Type Certificate [*]
  .

            


    

      

      

    

    
      
        
          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 9 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      

       

      
      

    

    
      	
              7.2

            	
              Bombardier
      shall provide to Buyer, for each Aircraft, either (i) an FAA certificate
      of airworthiness or (ii) a TC Export Airworthiness Certificate for export
      to, the United States of America on or before the applicable Delivery
      Date.  [*]
      

            


    

    


    
      	
              7.3

            	
              Buyer
      shall be responsible for obtaining any import licenses and/or
      authorizations required to import the Aircraft into any country outside of
      Canada or to operate the Aircraft.

            


    

    


    
      	
              7.4

            	
              Bombardier
      shall obtain, [*],
      a Canadian export license and any other Canadian governmental approvals
      necessary to enable Buyer to export the Aircraft from Canada, subject to
      prevailing export control regulations (including those of the United
      States) in effect on the Delivery Date. If Buyer is required to obtain an
      export license or any other Canadian governmental approvals necessary to
      enable Buyer to export the Aircraft, Bombardier shall assist Buyer in
      obtaining same at Bombardier’s expense.  [*]
  

            


    

    


    
      	
              7.5

            	
              If
      the use of any of the certificates identified in this Article 7 is
      discontinued during the performance of this Agreement, reference herein to
      such discontinued certificate shall be deemed a reference to any other
      certificate or instrument which corresponds to such certificate or, if
      there should not be any such other certificate or instrument, then
      Bombardier shall be deemed to have obtained such discontinued
      certificate(s) upon demonstrating that the Aircraft complies substantially
      with the Specification as supplemented to include the Buyer Selected
      Optional Features. References herein to a regulatory authority shall
      include any succeeding department or agency then responsible for the
      duties of said regulatory
authority.

            


    

    


    ARTICLE
8  -  DELIVERY AND ACCEPTANCE PROCESS

    


    
      	
              8.1

            	
              Each
      Aircraft shall be offered to Buyer for final ground and flight acceptance
      at the Delivery Location during the applicable Scheduled Delivery Month.
      For each Firm Aircraft, Bombardier shall, at least [*] prior to its
      Scheduled Delivery Quarter, notify Buyer of its Scheduled Delivery Month,
      which Scheduled Delivery Month shall be within the applicable Scheduled
      Delivery Quarter for such Firm Aircraft.  [*]

            


    

    


    
      	
              8.2

            	
              Bombardier
      shall give Buyer at least [*] days advance Notice
      of the projected Readiness Date for each Aircraft, and at least [*] advance Notice of
      the Readiness Date of each
Aircraft.

            


    

    


    
      	
              8.3

            	
              Within
      five (5) Business Days following receipt by Buyer of the Notice of the
      Readiness Date, Buyer shall:

            


    

    


    
      	
               
      

            	
              (a)

            	
              identify
      to Bombardier the names of Buyer’s representatives who will participate in
      the final ground and flight acceptance of the Aircraft;
  and

            


    

    


    
      	
               
      

            	
              (b)

            	
              provide
      evidence of the authority of the designated persons to execute the
      Certificate of Acceptance and other delivery documents on behalf of
      Buyer.

            


    

    
    

    
      
        
          
             

            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 10 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              8.4

            	
              Bombardier
      shall make the Aircraft available to Buyer for inspection and flight test
      during the Acceptance Period for such
Aircraft.

            


    

     

    
      	
              8.5

            	
              Up
      to [*]
      representatives of Buyer may participate in Buyer’s ground inspection of
      the Aircraft and [*]
      representatives of Buyer may participate in the acceptance
      flight.  Bombardier shall, if requested by Buyer, perform an
      acceptance flight of not less than [*] and not more than
      [*] hours
      duration.  Ground inspection and flight acceptance shall be
      conducted in accordance with acceptance procedures (a copy of which is
      attached as Schedule V). Buyer’s representatives shall at all times comply
      with the rules and regulations in effect generally applicable to
      commercial airline customers at the relevant Bombardier facility, provided
      that Bombardier has given such representatives advance notice of such
      rules and regulations.

            


    

    


    
      	
              8.6

            	
              Unless
      a material discrepancy from the Specification (as supplemented to include
      the Buyer Selected Optional Features and changes in accordance with
      Article 10 of this Agreement) [*] is identified prior
      to or during the final ground or flight acceptance, Buyer shall accept the
      Aircraft on or before the last day of the Acceptance Period in accordance
      with the provisions of Article 8.9.

            


    

    


    
      	
              8.7

            	
              If
      any material discrepancy from the Specification (as supplemented to
      include the Buyer Selected Optional Features and changes in accordance
      with Article 10 of this Agreement) [*] is identified prior
      to or during the final ground or flight acceptance, the discrepancy shall
      be corrected by Bombardier at no cost to Buyer as soon as reasonably
      possible, depending on the nature of the discrepancy and of the time
      required for correction.

            


    

    


    
      	
              8.8

            	
              Upon
      completion of such correction, Bombardier shall give Buyer notice thereof,
      in which case Buyer shall conduct an additional ground inspection and/or
      test flight [*].   Unless
      a material discrepancy from the Specification (as supplemented to include
      the Buyer Selected Optional Features and changes in accordance with
      Article 10 of this Agreement) [*] is revealed after
      Bombardier shall have given Buyer such notice of completion of such
      correction, Buyer shall accept the Aircraft within [*] after completion of
      such inspection and flights in accordance with the provisions of Article
      8.9. [*]
      

            


    

    


    
      	
              8.9

            	
              At
      such time as Buyer is obligated to accept the Aircraft pursuant to
      Articles 8.6 through 8.8:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Buyer
      shall sign and deliver to Bombardier a Certificate of Acceptance for such
      Aircraft. Execution of the Certificate of Acceptance by or on behalf of
      Buyer shall be conclusive evidence of Buyer having examined such Aircraft
      and having found it to be acceptable to Buyer as of the Delivery Date,
      [*]

            


    

    


    
      	
               
      

            	
              (b)

            	
              Bombardier
      shall deliver to Buyer, with respect to such Aircraft either (i) an FAA
      certificate of airworthiness or (ii) a TC Export Airworthiness Certificate
      for export to the United States of
America;

            


    

     

    
      
        
          
            
              
                

              

            

            *
Confidential

             

          

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 11 of
      41

              


      

    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      

           

      
      

    

    
      	
               
      

            	
              (c)

            	
              Buyer
      shall pay Bombardier the balance of the Aircraft Purchase Price for such
      Aircraft and any other amounts then due and payable by Buyer to Bombardier
      [*]

            


    

    


    
      	
               
      

            	
              (d)

            	
              Upon
      receipt by Bombardier of the balance of the Aircraft Purchase Price for
      such Aircraft, and any other amounts then due and payable by Buyer to
      Bombardier [*]
      Bombardier shall deliver to Buyer a Bill of Sale and an FAA bill of
      sale for the Aircraft;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Buyer
      shall execute and deliver to Bombardier a Certificate of Receipt of
      Aircraft for the Aircraft; and

            


    

    


    
      	
               
      

            	
              (f)

            	
              [*]
  

            


    

     

    
      	
              8.10

            	
              Buyer
      shall promptly, upon demand, reimburse Bombardier for all reasonable costs
      and expenses incurred by Bombardier as a result of a failure, refusal or
      delay by Buyer to accept, take delivery of and/or remove the Aircraft from
      Bombardier’s premises when Buyer is required to do so, including but not
      limited to amounts for storage, insurance, taxes and the preservation and
      protection of the Aircraft.  In addition, Bombardier may in its
      reasonable discretion, without releasing Buyer from any of its liabilities
      to Bombardier and without any liability whatsoever of Bombardier to Buyer,
      deliver the Aircraft affected by such failure, refusal or delay to another
      customer to minimize the impact upon Bombardier of such failure, refusal
      or delay by Buyer hereunder, whether or not Bombardier elects to terminate
      this Agreement pursuant to Article 15.  [*]

            


    

     

    
      	
              8.11

            	
              Bombardier
      will deliver to Buyer, free of charge, a draft installed components
      listing with respect to such Aircraft within [*] of such Aircraft
      receiving its TC Certificate of Airworthiness in a mutually agreeable
      electronic format depicting the part numbers, serial numbers, and
      installed locations.

            


    

     

    
      	
               
      

            	
              [*]

            


    

     

    ARTICLE
9  -  TITLE AND RISK

    


    
      	
              9.1

            	
              Title
      to the Aircraft and risk of loss of or damage to the Aircraft shall pass
      to Buyer upon execution and delivery of the documents and completion of
      the other actions contemplated by Article 8.9(a) through (d)
      inclusive.

            


    

    


    
      	
              9.2

            	
              IF
      AFTER TRANSFER OF TITLE TO AN AIRCRAFT TO BUYER, THE AIRCRAFT REMAINS IN
      OR IS RETURNED TO THE CARE, CUSTODY OR CONTROL OF BOMBARDIER, BUYER SHALL
      RETAIN RISK OF LOSS OF OR DAMAGE TO THE AIRCRAFT, AND HEREBY WAIVES,
      RENOUNCES AND RELEASES BOMBARDIER AND ITS AFFILIATES FROM ALL CLAIMS,
      WHETHER DIRECT, INDIRECT OR BY WAY OF SUBROGATION, FOR DAMAGES TO OR LOSS
      OF THE AIRCRAFT ARISING OUT OF, OR RELATED TO, OR BY REASON OF SUCH CARE,
      CUSTODY OR CONTROL, [*].

            


    

       

    
      
        
          
            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 12 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      

              

      
      

    

    ARTICLE
10  -  CHANGES

    


    
      	
              10.1

            	
              Buyer Requested
      Changes

            


    

    


    
      	
               
      

            	
              Should
      Buyer request a change to the Specification or any Buyer Selected Optional
      Features, Bombardier shall advise Buyer whether Bombardier is prepared to
      agree to make such change and, if so, of the price and availability of the
      change and, to the extent reasonably practicable, of the expected effect,
      if any, of such change on:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      Scheduled Delivery Month (or, if a Scheduled Delivery Month has not then
      been assigned, the Scheduled Delivery
Quarter);

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      price and payment terms applicable to the Aircraft;
  and

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      performance characteristics of the
Aircraft.

            


    

    


    
      	
               
      

            	
              Such
      change shall be effected by way of a written Change Order which shall
      become effective and binding on the parties hereto when signed by a duly
      authorized representative of each party. Any changes made in accordance
      with the provisions of this Article 10.1 shall constitute a “Buyer Requested Change”
      and the Scheduled Delivery Month or Scheduled Delivery Quarter, as
      applicable, and/or the Aircraft Purchase Price [*] for such Aircraft
      shall be adjusted  in accordance with the applicable Change
      Order executed by Buyer and
Bombardier.

            


    

    


    
      	
              10.2

            	
              Permitted
      Changes

            


    

    


    
      	
              10.2.1

            	
              Bombardier
      may, prior to the Delivery Date and without a Change Order or Buyer’s
      consent:

            


    

    


    
      	
               
      

            	
              (a)

            	
              substitute
      the kind, type or source of any material, part, accessory or equipment
      with any other material, part, accessory or equipment of like, equivalent
      or better kind, type or source;
and/or

            


    

    


    
      	
               
      

            	
              (b)

            	
              make such change or modification
      to the Specification, as supplemented to include the Buyer Selected
      Optional Features, as it deems appropriate to:

            


    

    
        
  

    

    
      
        	
              	
                1)

              	
                improve
      the Aircraft, its maintainability or appearance,
  or

              


      

    

    
      
        	
              	
                2)

              	
                prevent
      delays in manufacture or
delivery,

              


      

    

    


    
      	
            	
               
      

            	
              provided
      that such substitution, change or modification shall not (i) increase the
      Aircraft Purchase Price or change the Scheduled Delivery Month (or, if a
      Scheduled Delivery Month has not then been assigned, the Scheduled
      Delivery Quarter), (ii) adversely affect (a) interchangeability or
      replaceability of spare parts or (b) [*] or performance
      characteristics of the Aircraft or (c) the cost of maintaining the
      Aircraft, unless in each case such adverse affect is not
      material.  If a substitution, change or modification described
      above materially adversely affects the interchangeability or
      replaceability of spare parts, [*] or performance
      characteristics of the Aircraft or the cost of maintaining the Aircraft,
      Buyer’s consent shall be requested by Bombardier, such consent not to be
      unreasonably withheld.  Any change made in accordance with the
      provisions of this Article 10.2.1 shall constitute a “Permitted Change” and
      shall be made at no cost to Buyer.

            


    

    
    

    
      
        
          
             

            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 13 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       
 


    
      	
              10.3

            	
              Regulatory
      Changes

            


    

    


    
      	
               
      

            	
              If
      any change to, or modification or testing of, the Aircraft is required by
      any law or governmental regulation or requirement (or interpretation
      thereof by any governmental agency having jurisdiction) in order to meet
      the requirements of Article 7.2 (a “Regulatory Change”),
      such Regulatory Change shall be made to the Aircraft prior to the Delivery
      Date to the extent practicable, or at such other time after the Delivery
      Date as the parties may agree upon (but in any event prior to the required
      compliance date).

            


    

    


    
      	
               
      

            	
              Any
      Regulatory Change shall be made without additional charge to Buyer unless
      such Regulatory Change is:

            


    

    


    
      	
               
      

            	
              (a)

            	
              necessary
      to comply with any requirement of the United States of America, the
      country of import, promulgated and effective subsequent to the date of
      this Agreement, which varies from or is in addition to its regulation,
      requirement or interpretation in effect on the date hereof for the
      issuance of a Certificate of Airworthiness in said country of import, in
      which case the Aircraft Purchase Price for such Aircraft shall be adjusted
      to include Bombardier’s reasonable charges [*] for incorporating
      such Regulatory Change in such Aircraft,
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              required
      by any governmental law or regulations or interpretation thereof
      promulgated by any authority of Canada or the United States of America
      having jurisdiction (including TC or the FAA which is promulgated and
      becomes effective subsequent to the date of this Agreement but before the
      Delivery Date and which is applicable to all aircraft in general or to all
      aircraft of the same category as the Aircraft, in which case the Aircraft
      Purchase Price for such Aircraft shall be adjusted to include Bombardier’s
      reasonable charges [*] for incorporating
      such Regulatory Change in such
Aircraft.

            


    

    


    
      	
               
      

            	
              If
      delivery of the Aircraft is reasonably delayed by the incorporation of any
      Regulatory Change, such delay shall constitute an Excusable Delay within
      the meaning of Article 12.

            


    

    


    
      	
               
      

            	
              Bombardier
      shall issue a Change Order reflecting any Regulatory Change which shall
      set forth in detail the particular changes to be made and the anticipated
      effect, if any, of such changes on [*] Scheduled Delivery
      Month (or, if the Scheduled Delivery Month for the relevant Aircraft has
      not then been assigned, the Scheduled Delivery Quarter), Configured CS300
      Price and/or Aircraft Purchase Price.  Any Change Orders issued
      pursuant to this Article shall be effective and binding upon the date of
      Bombardier’s transmittal of such Change Order to
  Buyer.

            


    

    
    

    
      
        
          
             

            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 14 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              10.4

            	
              For
      the avoidance of doubt, Bombardier and Buyer acknowledge that Buyer
      Requested Changes, Permitted Changes and Regulatory Changes are intended
      to be mutually exclusive
categories.

            


    

    
       


    

    ARTICLE
11  -  BUYER’S REPRESENTATIVE AT BOMBARDIER
FACILITY

    


    
      	
              11.1

            	
              From
      time to time, commencing [*] prior to the
      Scheduled Delivery Month of the first Aircraft to be delivered and ending
      with the Delivery Date of the last Aircraft purchased hereunder, subject
      to Article 11.3, Bombardier shall furnish, without charge, office space at
      Bombardier’s facility relating to the manufacture of the Aircraft for one
      (1) representative of Buyer.  Buyer shall be responsible for all
      expenses of its representative and shall notify Bombardier at least [*] calendar days prior
      to the first scheduled visit of such representative and [*] days for each
      subsequent visit (provided that separate notices after the first notice of
      a visit need not be required for visits on consecutive Business
      Days).

            


    

    


    
      	
              11.2

            	
              Bombardier’s
      and Bombardier’s affiliates’ facilities relating to the manufacture of the
      Aircraft shall be accessible to Buyer’s representative during normal
      working hours.  Subject to Articles 11.1, 11.3 and 11.4, Buyer’s
      representatives shall have the right to periodically observe the
      manufacture of the Aircraft during normal working hours at the relevant
      Bombardier facilities, provided that such activities do not disrupt
      Bombardier’s operations.

            


    

    


    
      	
              11.3

            	
              Buyer’s
      representatives shall at all times comply with the rules and regulations
      in effect generally applicable to commercial airline customers at the
      relevant Bombardier facility, provided that Bombardier has given such
      representatives advance notice of such rules and
    regulations.

            


    

    


    
      	
               
      

            	
              [*] Communication
      between Buyer’s representative and Bombardier shall be solely through
      Bombardier’s Contracts Department.

            


    

    


    
      	
              11.4

            	
              BUYER
      HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
      BOMBARDIER, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
      EMPLOYEES, AGENTS, REPRESENTATIVES AND CONTRACTORS FROM AND AGAINST ALL
      LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES RESULTING FROM INJURIES
      TO OR DEATH OF BUYER’S REPRESENTATIVES WHILE AT THE FACILITIES OF
      BOMBARDIER OR BOMBARDIER’S AFFILIATES OR THEIR RESPECTIVE SUBCONTRACTORS,
      OR DURING OBSERVATION, INSPECTION, GROUND ACCEPTANCE, ACCEPTANCE FLIGHT OR
      ACCEPTANCE OF THE AIRCRAFT, REGARDLESS OF CAUSE OR FAULT [*], ANY OF BOMBARDIER’S
      AFFILIATES, ANY OF THEIR SUBCONTRACTORS OR ANY OFFICER, DIRECTOR, AGENT OR
      EMPLOYEE OF ANY OF THE FOREGOING.

            


    

    


    ARTICLE
12  -  EXCUSABLE DELAY

    


    
      	
              12.1

            	
              [*]

            


    

    


    
      	
               
      

            	
              (a)

            	
              [*]

            


    

    
      	
               
      

            	
              (b)

            	
              [*]

            


    

    
    

    
      
        
          
             

              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 15 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

       

      

       

      
      

    

    
      	
               
      

            	
              (c)

            	
              [*]

            


    

    
      	
               
      

            	
              (d)

            	
              [*]

            


    

    
      	
               
      

            	
              (e)

            	
              [*]

            


    

    
      	
               
      

            	
              (f)

            	
              [*]

            


    

    
      	
               
      

            	
              (g)

            	
              [*]

            


    

    
      	
               
      

            	
              (h)

            	
              [*]

            


    

    


    
      	
              12.2

            	
              (a)

            	
              [*]

            


    

    


    
      	
               
      

            	
              (b)

            	
              [*]

            


    

    


    
      	
              12.3

            	
              TERMINATION
      UNDER ARTICLE 12.2 SHALL DISCHARGE ALL OBLIGATIONS AND LIABILITIES OF
      BUYER AND BOMBARDIER HEREUNDER WITH RESPECT TO SUCH DELAYED AIRCRAFT (AND
      ALL UNDELIVERED ITEMS AND SERVICES RELATED TO SUCH
      AIRCRAFT).  UPON SUCH TERMINATION AND SUBJECT TO ARTICLE 24,
      BOMBARDIER SHALL [*]
      REPAY TO BUYER (AS BOMBARDIER’S SOLE LIABILITY AND OBLIGATION WITH
      RESPECT TO SUCH TERMINATION) ALL DEPOSITS AND ADVANCE PAYMENTS (WITHOUT
      INTEREST) FOR SUCH AIRCRAFT RECEIVED BY BOMBARDIER LESS ANY AMOUNTS DUE
      AND UNPAID FROM BUYER TO BOMBARDIER UNDER THIS
  AGREEMENT.

            


    

    


    
      	
              12.4

            	
              THE
      TERMINATION RIGHT SET FORTH IN ARTICLE 12.2 AND THE REMEDY SET FORTH IN
      ARTICLE 12.3 ARE EXCLUSIVE OF AND IN SUBSTITUTION FOR ANY AND ALL OTHER
      RIGHTS AND REMEDIES PROVIDED BY LAW, CONTRACT OR OTHERWISE FOR EXCUSABLE
      DELAY IN THE DELIVERY OF AN AIRCRAFT, AND BUYER DISCLAIMS, WAIVES,
      RELEASES AND RENOUNCES ALL OTHER REMEDIES FOR EXCUSABLE DELAY IN THE
      DELIVERY OF AN AIRCRAFT, INCLUDING REMEDIES FOR (A) ANY COSTS INCURRED BY
      BUYER IN SECURING TEMPORARY OR PERMANENT REPLACEMENT AIRCRAFT, (B) ANY
      FINANCING, TAX, PERSONNEL, FACILITY OR OTHER COSTS OR DAMAGES INCURRED BY
      BUYER RELATING TO NON-DELIVERY OF THE AIRCRAFT, INCLUDING BUT NOT LIMITED
      TO EXPENSES FOR PILOT AND GROUND CREW TRAINING, MAINTENANCE FACILITIES,
      SCHEDULING AND PILOT TIME, AND (C) ANY INDIRECT, INCIDENTAL OR
      CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, LOSS OF
      REVENUE OR LOSS OF PROFIT.

            


    

     

    
      	
            	
               
      

            	
              [*]

            


    

    


    ARTICLE
13  -  NON-EXCUSABLE DELAY / CERTIFICATION DELAY / FAILURE
TO TAKE DELIVERY

    


    
      	
              13.1

            	
              [*]

            


    

              


    
      
        
          
            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 16 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      

       

      
      

    

    
      	
              13.2

            	
              THE
      LIQUIDATED DAMAGES PAYABLE IN ACCORDANCE WITH THIS ARTICLE 13, AND BUYER’S
      RIGHTS UNDER ARTICLE 13.2(B) AND ARTICLE 13.3 FOR NON-EXCUSABLE DELAYS IN
      DELIVERY OF AN AIRCRAFT, INCLUDING A COMPLETE FAILURE TO DELIVER, ARE
      EXCLUSIVE OF AND IN SUBSTITUTION FOR ANY AND ALL OTHER RIGHTS AND REMEDIES
      PROVIDED BY LAW OR OTHERWISE FOR CERTIFICATION DELAY OR NON-EXCUSABLE
      DELAY IN DELIVERY OF AN AIRCRAFT AND BUYER DISCLAIMS, WAIVES, RELEASES AND
      RENOUNCES ALL OTHER REMEDIES FOR CERTIFICATION DELAY OR FOR NON-EXCUSABLE
      DELAY IN DELIVERY OF AN AIRCRAFT INCLUDING REMEDIES FOR (A) ANY COSTS
      INCURRED BY BUYER IN SECURING TEMPORARY OR PERMANENT REPLACEMENT AIRCRAFT,
      (B) ANY FINANCING, TAX, PERSONNEL, FACILITY OR OTHER COSTS OR DAMAGES
      INCURRED BY BUYER RELATING TO DELIVERY OR NON-DELIVERY OF THE AIRCRAFT,
      INCLUDING BUT NOT LIMITED TO EXPENSES FOR PILOT AND GROUND CREW TRAINING,
      MAINTENANCE FACILITIES, SCHEDULING AND PILOT TIME, (C) ANY INTEREST OR
      OTHER AMOUNT IN CONNECTION WITH ANY PAYMENT MADE PURSUANT TO ARTICLE 5 OR
      OTHERWISE, AND (D) ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
      INCLUDING WITHOUT LIMITATION LOSS OF USE, LOSS OF REVENUE OR LOSS OF
      PROFIT.

            


    

     

    
      	
               
      

            	
              [*]

            


    

    


    ARTICLE
14  -  LOST, DESTROYED OR DAMAGED AIRCRAFT

    


    
      	
              14.1

            	
              If,
      prior to the Delivery Date of an Aircraft, such Aircraft is lost,
      destroyed or damaged beyond repair as a result of an Excusable Delay,
      Bombardier shall promptly notify Buyer in writing.  Such Notice
      shall specify the earliest month reasonably possible, consistent with
      Bombardier’s other contractual commitments and production schedule, by
      which Bombardier estimates it would be able to deliver a replacement
      Aircraft for the lost, destroyed or damaged Aircraft.  If the
      Notice specifies a month more than twelve (12) months after the Scheduled
      Delivery Month (or, if a Scheduled Delivery Month has not then been
      assigned, the Scheduled Delivery Quarter) for the lost, destroyed or
      damaged Aircraft, Buyer may [*] thereafter terminate
      this Agreement with respect to such Aircraft by giving written Notice to
      Bombardier. Unless Buyer exercises such right to terminate this Agreement
      with respect to such Aircraft, the parties shall execute an amendment to
      this Agreement which shall set forth the Scheduled Delivery Month for such
      replacement aircraft (which shall be the month specified in Bombardier’s
      Notice referred to in the second sentence of this Article 14.1), [*]: provided, however,
      that nothing herein shall obligate Bombardier to manufacture or deliver a
      replacement aircraft if it would require the reactivation or acceleration
      of its production line for the model of aircraft purchased hereunder. The
      terms and conditions of this Agreement otherwise applicable to the lost,
      destroyed or damaged Aircraft shall apply to the replacement
      aircraft.

            


    

    


    
      	
              14.2

            	
              TERMINATION
      UNDER ARTICLE 14.1 SHALL DISCHARGE ALL OBLIGATIONS AND LIABILITIES OF
      BUYER AND BOMBARDIER HEREUNDER WITH RESPECT TO SUCH LOST, DESTROYED OR
      DAMAGED AIRCRAFT (AND ALL UNDELIVERED ITEMS AND SERVICES RELATED TO SUCH
      AIRCRAFT).  UPON SUCH TERMINATION AND SUBJECT TO ARTICLE 24,
      BOMBARDIER SHALL WITHIN [*] AFTER SUCH
      TERMINATION REPAY TO BUYER (AS BOMBARDIER’S SOLE LIABILITY AND OBLIGATION
      WITH RESPECT TO SUCH TERMINATION) ALL DEPOSITS AND ADVANCE PAYMENTS
      (WITHOUT INTEREST) FOR SUCH AIRCRAFT RECEIVED BY BOMBARDIER LESS ANY
      AMOUNTS DUE AND UNPAID FROM BUYER TO BOMBARDIER UNDER THIS
      AGREEMENT.

            


    

    
    

    
      
        
          
             

            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 17 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      

       

      
      

    

    
      	
              14.3

            	
              THE
      TERMINATION RIGHT SET FORTH IN ARTICLE 14.1 AND THE REMEDY SET FORTH IN
      ARTICLE 14.2 IN THE EVENT AN AIRCRAFT IS LOST, DESTROYED OR DAMAGED BEYOND
      REPAIR AS A RESULT OF AN EXCUSABLE DELAY ARE EXCLUSIVE OF AND IN
      SUBSTITUTION FOR ANY AND ALL OTHER RIGHTS AND REMEDIES PROVIDED BY LAW,
      CONTRACT OR OTHERWISE IN THE EVENT AN AIRCRAFT IS LOST, DESTROYED OR
      DAMAGED BEYOND REPAIR AS A RESULT OF AN EXCUSABLE DELAY AND BUYER
      DISCLAIMS, WAIVES, RELEASES AND RENOUNCES ALL OTHER REMEDIES IN THE EVENT
      AN AIRCRAFT IS LOST, DESTROYED OR DAMAGED BEYOND REPAIR AS A RESULT OF AN
      EXCUSABLE DELAY INCLUDING REMEDIES FOR (A) ANY COSTS INCURRED BY BUYER IN
      SECURING TEMPORARY OR PERMANENT REPLACEMENT AIRCRAFT, (B) ANY FINANCING,
      TAX, PERSONNEL, FACILITY OR OTHER COSTS OR DAMAGES INCURRED BY BUYER
      RELATING TO NON-DELIVERY OF THE AIRCRAFT, INCLUDING BUT NOT LIMITED TO
      EXPENSES FOR PILOT AND GROUND CREW TRAINING, MAINTENANCE FACILITIES,
      SCHEDULING AND PILOT TIME, OR (C) ANY INDIRECT, INCIDENTAL OR
      CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, LOSS OF
      REVENUE OR LOSS OF PROFIT.

            


    

    


    ARTICLE
15  -  TERMINATION

    


    
      	
              15.1

            	
              This
      Agreement may be terminated, in whole or in part, with respect to any or
      all of the Aircraft before the applicable Delivery Date by either party
      (the “terminating
      party”) by Notice to the other party (the “other party”)
      if:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      other party makes an assignment for the benefit of creditors or admits in
      writing its inability to pay its debts or generally does not pay its debts
      as they become due;

            


    

    


    
      	
               
      

            	
              (b)

            	
              a
      receiver or trustee is appointed for the other party or for substantially
      all of the other party’s assets and, if appointed without the other
      party’s consent, such appointment is not discharged or stayed within [*] days
      thereafter;

            


    

    


    
      	
               
      

            	
              (c)

            	
              a
      proceeding or action under any law relating to bankruptcy, insolvency or
      the reorganization or relief of debtors is instituted by or against the
      other party, and, if contested by the other party, is not dismissed or
      stayed within [*]
      days thereafter; or

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      writ of attachment or execution or any similar process is issued or levied
      against all or substantially all of the other party’s property and is not
      released, stayed, bonded or vacated within [*] days after its issue
      or levy.

            


    

    


    
      	
              15.2

            	
              This
      Agreement may be terminated by Bombardier in whole or in part, before the
      Delivery Date with respect to any or all undelivered
    Aircraft:

            


    

    
    

    
      
        
          
             

            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 18 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               
      

            	
              (a)

            	
              if
      Buyer is in default or breach of any payment obligation which continues
      for [*] after
      receipt by Buyer of Notice from Bombardier stating the amount of such
      payment obligation, its due date and that Buyer has failed to make payment
      when due; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      Buyer is in default or breach of any other material term (including
      Article 8) or condition of this Agreement and Buyer does not cure such
      default or breach within [*] days after receipt
      of notice from Bombardier specifying such default or
    breach.

            


    

    


    
      	
              15.3

            	
              This
      Agreement may be terminated by Buyer, in whole or in part, with respect to
      all or any of the Aircraft, as applicable, only pursuant to Article 12,
      13, 14 or 15.1.  Buyer’s exclusive rights, remedies and recourse
      against Bombardier upon termination under Article 12, 13, or 14 are as set
      forth in Article 12, 13, and 14, respectively. If Buyer terminates this
      Agreement, in whole or in part, pursuant to Article 15.1, then, as Buyer’s
      sole recourse and remedy and Bombardier’s sole obligation and liability,
      Bombardier shall within [*]

            


    

    


    
      	
              15.4

            	
              In
      case of termination of this Agreement, in whole or in part, with respect
      to undelivered Aircraft, by Bombardier pursuant to this Article
      15:

            


    

    


    
      	
               
      

            	
              (a)

            	
              all
      rights of Buyer under this Agreement and any interest or claim Buyer may
      have in or to any terminated Aircraft shall be null and void with
      immediate effect (and for certainty, except with respect to any Aircraft
      not the subject of such
termination);

            


    

    


    
      	
               
      

            	
              (b)

            	
              Bombardier
      may sell, lease or otherwise dispose of the terminated Aircraft to another
      party free of any claim or registration by Buyer;
  and

            


    

    


    
      	
               
      

            	
              (c)

            	
              Bombardier
      shall be entitled to recover from
Buyer:

            


    

    


    
      	
               
      

            	
              (i)

            	
              [*]
  and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              [*], all costs,
      expenses, losses and damages incurred by Bombardier as a result of Buyer’s
      default,

            


    

    


    
      	
               
      

            	 	
              and
      in each case, [*]
      by Bombardier with respect to all undelivered terminated Aircraft
      shall be retained by Bombardier and applied firstly against such
      liquidated damages or such costs, expenses, losses and damages, as
      applicable, and then against any other amounts then owing by Buyer to
      Bombardier under this Agreement and Bombardier shall then return to Buyer
      any excess of such Deposits and advance payments above such liquidated
      damages or such costs, expenses, losses and damages, as applicable, and
      such other amounts then owing.

            


    

    


    
      	
              15.5

            	
              The
      parties’ obligations under Articles 4, 15, 17, 18, 21, 22, 23 and 24
      and Buyer’s obligations under Articles 5.2, 8.10, 9.2, 11.4, 12.4,
      13.4, and 14.3 and unless expressly stated otherwise, all obligations
      relating to Aircraft that have been delivered to Buyer which continue
      after delivery shall survive any termination of this Agreement. Further,
      any obligation of either party under this Agreement which is expressly
      stated to survive any termination of this Agreement, shall survive any
      termination of this Agreement.

            


    

    
    

    
      
        
          
             

            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 19 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

    

     

    ARTICLE
16  -  NOTICES

    


    
      	
              16.1

            	
              Subject
      to Article 16.2 and/or as otherwise expressly provided in this Agreement,
      any Notice given under this Agreement shall be in writing, in English and
      shall be delivered by (i) hand against written receipt, (ii) courier,
      (iii) facsimile, providing reasonable proof of transmission, or (iv)
      registered mail, charges prepaid, addressed to the respective parties as
      follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              to
      Bombardier:

            


    

    


    
      	
               
      

            	
              Bombardier
      Inc.

            


    

    
      	
               
      

            	
              Bombardier
      Aerospace

            


    

    
      	
               
      

            	
              Commercial
      Aircraft

            


    

    
      	
               
      

            	
              123
      Garratt Boulevard

            


    

    
      	
               
      

            	
              Toronto,
      Ontario

            


    

    
      	
               
      

            	
              Canada

            


    

    
      	
               
      

            	
              M3K
      1Y5

            


    

    


    
      	
               
      

            	
              Attention:

            	
              Director,
      Contracts

            


    

    
      	
            	
              Facsimile:

            	
              (416)
      375-4533

            


    

    


    
      	
               
      

            	
              (b)

            	
              to
      Buyer:

            


    

    


    
      	
               
      

            	
              Republic
      Airways Holdings Inc.

            


    

    
      	
               
      

            	
              8909
      Purdue Road, Suite 300

            


    

    
      	
               
      

            	
              Indianapolis,
      Indiana 46268

            


    

    
      	
               
      

            	
              U.S.A.

            


    

    


    
      	
               
      

            	
              Attention:

            	
              President

            


    

    
      	
            	
              Facsimile:

            	
              (317)
      484-6060

            


    

    


    or to
such other address or facsimile number as the relevant party may from time to
time notify to the other party in accordance with this Article.

    


    
      	
              16.2

            	
              (i)

            	
              Any
      Notice given by hand delivery or by courier shall conclusively be deemed
      to have been given and received on the day of actual delivery thereof if
      given on a Business Day before 5:00 p.m. (local time of the recipient), or
      otherwise on the first Business Day
thereafter.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Any
      Notice given by facsimile on a Business Day before 5:00 p.m. (local time
      of the recipient) shall conclusively be deemed to have been given and
      received on such Business Day and otherwise shall conclusively be deemed
      to have been given and received on the first Business Day thereafter,
      provided in each case that the party giving such Notice has received a
      successful transmission receipt.

            


    

     

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 20 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      

      

       

      
      

    

    
      	
               
      

            	
              (iii)

            	
              Any
      Notice that is sent by registered mail shall conclusively be deemed to
      have been given and received on the date indicated on the receipt for such
      mail as the date of receipt by the
addressee.

            


    

    


    
      	
              16.3

            	
              For
      the purposes of this Article, “Business Day” shall
      mean a day other than a Saturday, Sunday or statutory holiday in the
      jurisdiction of the recipient.

            


    

    


    ARTICLE
17  -  INDEMNITY AGAINST INTELLECTUAL PROPERTY
INFRINGEMENT

    


    
      	
              17.1

            	
              In
      the case of any actual or alleged infringement of any Canadian or United
      States Intellectual Property or, subject to the conditions and exceptions
      set forth below, any Intellectual Property issued under the laws of any
      other country in which Buyer from time to time may lawfully operate the
      Aircraft (“Other
      Intellectual Property”), by the Aircraft, or by any system,
      accessory, equipment or part installed in such Aircraft at the time title
      to such Aircraft passes to Buyer, [*], Bombardier shall
      indemnify, protect and hold harmless Buyer from and against all claims,
      suits, actions, liabilities, damages and costs (including reasonable
      attorneys’ fees and expenses) resulting from such actual or alleged
      infringement, excluding any indirect, incidental, consequential, or
      punitive damages (which include loss of revenue or loss of profit) and
      Bombardier shall, at its option and
expense:

            


    

    


    
      	
               
      

            	
              (a)

            	
              procure
      for Buyer the right under such Intellectual Property or Other Intellectual
      Property to use such system, accessory, equipment or
  part;

            


    

    


    
      	
               
      

            	
              (b)

            	
              replace
      such system, accessory, equipment or part with one of similar nature and
      quality that is non-infringing; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              modify
      such system, accessory, equipment or part to make same non-infringing in a
      manner such as to keep it otherwise in compliance with the requirements of
      this Agreement.

            


    

    


    
      	
              17.2

            	
              Bombardier’s
      obligation hereunder shall extend to Other Intellectual Property only if
      from the time of design of the Aircraft, system, accessory, equipment or
      part that is subject to such infringement claim until the alleged
      infringement claim is resolved:

            


    

    


    
      	
               
      

            	
              (a)

            	
              such
      other country and the country in which the Aircraft is registered are
      fully bound by Article 27 of the Chicago Convention on International
      Civil Aviation of December 7, 1944;
and

            


    

    


    
      	
               
      

            	
              (b)

            	
              such
      other country and the country of registration of the Aircraft shall each
      have been a party to the International Convention for the Protection of
      Industrial Property (Paris Convention) or have enacted patent laws which
      recognize and give adequate protection to inventions made by the nationals
      of other countries which are contracting parties to the Paris
      Convention.

            


    

    


    
      	
              17.3

            	
              The
      foregoing indemnity does not apply to equipment provided by Buyer to
      Bombardier, or to avionics, engines or any system, accessory, equipment,
      article or part that was not either manufactured by Bombardier or
      manufactured to Bombardier’s detailed
design.

            


    

    
    

    
      
        
          
            
            

            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 21 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

       

      
      

    

    
      	
              17.4

            	
              Buyer
      shall (i) give Bombardier written notice within ten (10) calendar days
      after Buyer receives notice of a suit or action against Buyer alleging
      infringement or within twenty (20) calendar days after Buyer receives any
      other written claim of infringement [*], (ii) use reasonable
      efforts upon request of Bombardier to reduce or mitigate any such
      expenses, damages, costs or royalties involved for which Bombardier must
      indemnify, and (iii) furnish promptly to Bombardier upon Bombardier’s
      request all data, papers and records in its possession or control
      necessary to resist and defend against such claim or
      suit.  Bombardier may at its option conduct negotiations with
      any party claiming infringement and may intervene in any suit or
      action.  Whether or not Bombardier intervenes, Bombardier shall
      be entitled at any stage of the proceedings at its sole cost to assume or
      control the defence of any claim. Buyer shall not agree to settle any
      claim or action against it for which Bombardier may be held liable or
      responsible hereunder without Bombardier’s prior written
      consent.

            


    

    


    
      	
              17.5

            	
              THE
      INDEMNITY, OBLIGATIONS AND LIABILITIES OF BOMBARDIER AND REMEDIES OF BUYER
      SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU
      OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND
      RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF
      BOMBARDIER AND OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND
      CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INDIRECT, INCIDENTAL,
      CONSEQUENTIAL, OR PUNITIVE OF BUYER AGAINST BOMBARDIER AND ITS AFFILIATES
      EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO
      INTELLECTUAL PROPERTY INFRINGEMENT OF ANY KIND BY THE AIRCRAFT OR ANY
      INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR
PART.

            


    

    


    
      ARTICLE
18  -  LIMITATION OF LIABILITY; DISCLAIMER AND RELEASE;
INDEMNIFICATION

    

    


    
      	
              18.1

            	
              IN
      NO EVENT WILL BOMBARDIER OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE
      OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES OR CONTRACTORS
      HAVE ANY OBLIGATION OR LIABILITY (AT LAW OR IN EQUITY) WHETHER ARISING IN
      CONTRACT, UNDER STATUTE, UNDER WARRANTY (INCLUDING ANY WARRANTY OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) IN TORT (INCLUDING
      BUT NOT LIMITED TO ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, CONTRIBUTORY
      NEGLIGENCE, VICARIOUS LIABILITY OR STRICT PRODUCTS LIABILITY) OR
      OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INDIRECT,
      INCIDENTAL, CONSEQUENTIAL, SPECIAL, AGGRAVATED OR PUNITIVE DAMAGES OF ANY
      KIND OR NATURE WHATSOEVER WITH RESPECT TO THIS AGREEMENT OR ANY AIRCRAFT,
      GOODS OR SERVICES DELIVERED OR PROVIDED
  HEREUNDER.

            


    

     

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 22 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      	
              18.2

            	
              THE
      WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOMBARDIER AND THE REMEDIES OF
      BUYER EXPRESSLY PROVIDED IN THIS AGREEMENT (INCLUDING ANNEX A AND ANNEX B)
      AND THE BILL OF SALE EXCLUSIVELY SET FORTH BOMBARDIER’S WARRANTIES,
      OBLIGATIONS AND LIABILITIES WITH RESPECT TO ANY NON-CONFORMANCE OF THE
      AIRCRAFT WITH THE SPECIFICATION OR ANY DEFECT OR FAILURE IN THE AIRCRAFT,
      OR PART THEREOF, OR ANY PRODUCT, PART, DOCUMENT, DATA OR SERVICE DELIVERED
      OR PROVIDED UNDER THIS AGREEMENT AND ARE ACCEPTED BY BUYER TO BE ITS
      EXCLUSIVE REMEDY AND BOMBARDIER EXPRESSLY DISCLAIMS AND BUYER HEREBY
      WAIVES, RELEASES AND RENOUNCES ALL OTHER REMEDIES, WARRANTIES, GUARANTEES,
      OBLIGATIONS, REPRESENTATIONS AND LIABILITIES, EXPRESS OR IMPLIED, OF
      BOMBARDIER AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
      EMPLOYEES, AGENTS AND REPRESENTATIVES WITH RESPECT TO EACH AIRCRAFT OR
      PART THEREOF, PRODUCT, PART, DOCUMENT, DATA OR SERVICE DELIVERED OR
      PROVIDED UNDER THIS AGREEMENT, ARISING IN FACT, IN LAW, IN EQUITY, IN
      CONTRACT, UNDER STATUTE, UNDER WARRANTY, IN TORT, OR OTHERWISE,
      INCLUDING:

            


    

    


    
      	
               
      

            	
              A.

            	
              ANY
      IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A
      PARTICULAR PURPOSE;

            


    

    


    
      	
               
      

            	
              B.

            	
              ANY
      IMPLIED WARRANTY OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE
      OF DEALING OR USAGE OF TRADE;

            


    

    


    
      	
               
      

            	
              C.

            	
              ANY
      OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT
      ARISING FROM ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, CONTRIBUTORY
      NEGLIGENCE, VICARIOUS LIABILITY OR STRICT PRODUCTS LIABILITY OF BOMBARDIER
      OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
      AGENTS OR REPRESENTATIVES; AND

            


    

    


    
      
        	
              	
                D.

              	
                ANY
      OBLIGATION, LIABILITY OR RESPONSIBILITY FOR LOSS OF OR DAMAGE TO ANY
      AIRCRAFT OR PART THEREOF, OR ANY PRODUCT OR PART DELIVERED OR PROVIDED
      UNDER THIS AGREEMENT.

              


      

    

    


    
      	
            	
               
      

            	
              [*]

            


    

    


    ARTICLE
19  -  ASSIGNMENT

    


    
      	
              19.1

            	
              Except
      as provided in Articles 19.2 and 19.3, Buyer shall not assign, sell,
      transfer, charge or dispose of (in whole or in part) any of its rights or
      obligations hereunder without Bombardier’s prior written consent, and
      without such consent any purported assignment, sale, transfer, charge or
      disposition shall be void and of no effect.  In the event of an
      assignment, sale, transfer, charge or disposition by Buyer with
      Bombardier’s consent, Buyer shall remain jointly and severally liable with
      any assignee for the performance of any and all of Buyer’s obligations
      under this Agreement and the assignee shall agree in writing in favour of
      Bombardier (on terms and conditions satisfactory to Bombardier, acting
      reasonably) to comply with the terms and conditions of this Agreement
      relating to the assigned
obligations.

            


    

    


    
      	
              19.2

            	
              Either
      party may assign, sell, transfer or dispose of (in whole or in part) any
      of its rights and obligations hereunder to a wholly-owned subsidiary
      (direct or indirect) provided that there is no increase to the liability
      and/or responsibility of the non-assigning party, that the assignor
      remains jointly and severally liable with any assignee for the performance
      of the assigned obligations under this Agreement, and that the assignee
      agrees to comply with the applicable terms and conditions of this
      Agreement relating to the assigned obligations. [*].

            


    

         
  

    
      
        
          
            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 23 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

       

      
      

    

    
      	
              19.3

            	
              After
      transfer of title of an Aircraft, Buyer may assign its rights under this
      Agreement in respect of such Aircraft to a third party purchaser of such
      Aircraft, provided that there is no increase to the liability and/or
      responsibility of Bombardier, and that such third party agrees in writing
      in favour of Bombardier (on terms and conditions satisfactory to
      Bombardier, acting reasonably) that in exercising any rights of Buyer
      under this Agreement it will be bound by all the terms and conditions of
      this Agreement applicable to such
Aircraft.

            


    

    


    
      	
              19.4

            	
              Bombardier
      may assign any of its rights to receive money hereunder without the
      consent of Buyer.

            


    

    


    
      	
              19.5

            	
              Notwithstanding
      any of the foregoing, Buyer may not assign any of its rights and
      obligations under this Agreement to any person that is a competitor of, or
      is an affiliate of a competitor of, Bombardier or any of its affiliates in
      the manufacturing of airframes.

            


    

    


    ARTICLE
20  -  SUCCESSORS

    


    
      	
              20.1

            	
              This
      Agreement shall inure to the benefit of and be binding upon each of
      Bombardier and Buyer and their respective successors and permitted
      assigns.

            


    

    


    ARTICLE
21  -  APPLICABLE LAWS

    


    
      	
               21.1

            	
              This
      Agreement shall be governed by and construed in accordance with the
      domestic laws of the State of New York, U.S.A., excluding the choice of
      law rules, and the parties agree that the application of the United
      Nations Convention on Contracts for the International Sale of Goods is
      hereby excluded.

            


    

    


    
      	
              21.2

            	
              EACH
      PARTY HEREBY AGREES TO WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
      ANY ACTION INVOLVING THE PARTIES IN CONNECTION WITH THIS
      AGREEMENT.

            


    

    


    
      	
              21.3

            	
              Bombardier’s
      obligations under this Agreement shall be subject to and apply only to the
      extent permitted by applicable laws, legislation, regulations, directives
      and/or orders regarding export controls, including those of the United
      States.  On the date of this Agreement Bombardier is not aware
      of any export controls adversely affecting the export of the Aircraft to
      the United States.

            


    

    


    ARTICLE
22  -  CONFIDENTIAL NATURE OF AGREEMENT

    


    
      	
              22.1

            	
              This
      Agreement and its terms are confidential between the parties and shall
      not, without the prior written consent of the other party, be disclosed by
      either party (or its directors, officers, employees or agents) in whole or
      in part to any other person or entity except (i) as may be necessary for
      the disclosing party to carry out its obligations under this Agreement, or
      (ii) as may be required by law, including securities laws, or court
      order.

            


    

     

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 24 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

       

      
      

    

    
      	
              22.2

            	
              Except
      as may be reasonably required for the normal operation, maintenance,
      overhaul and repair of the Aircraft or as may be required by applicable
      law or court order, Buyer shall hold confidential all technical data and
      information supplied by or on behalf of Bombardier that contains
      confidential, proprietary or trade secret information and shall not
      reproduce any such technical data or information or divulge the same to
      any third party without the prior written consent of
      Bombardier.

            


    

    


    
      	
              22.3

            	
              Either
      party may announce the signing of this Agreement (i) by means of a notice
      to the press provided that the content and date of the notice has been
      agreed to by the other party, or (ii) as required by law, including
      securities laws.

            


    

    


    
      	
              22.4

            	
              It
      is acknowledged that Buyer will be required to file this Agreement as an
      exhibit to a periodic report under the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”). Buyer agrees to use its good faith
      reasonable efforts to work with Bombardier to prepare and file with the
      Securities and Exchange Commission a request for confidential treatment
      pursuant to Rule 24b-2 under the Exchange Act with respect to confidential
      information in this Agreement and any future amendments. [*]

            


    

    


    
      	
              22.5

            	
              This
      Article 22 shall survive any termination of this
  Agreement.

            


    

    


    ARTICLE
23  -  AGREEMENT

    


    
      	
              23.1

            	
              This
      Agreement constitutes the entire Agreement between Bombardier and Buyer
      and supersedes and cancels all prior agreements, negotiations, drafts,
      representations and communications, whether oral or written, between
      Bombardier and Buyer or their respective agents, with respect to or in
      connection with the subject matter of this
  Agreement.

            


    

    


    
      	
              23.2

            	
              No
      agreement or understanding varying or supplementing the terms and
      conditions hereof shall be binding on either Bombardier or Buyer unless an
      amendment to this Agreement is agreed to in writing and duly signed by the
      parties’ authorized
representatives.

            


    

    


    
      	
              23.3

            	
              Unless
      otherwise expressly agreed to in writing duly signed by the parties’
      authorized representatives, in the event of any inconsistencies between
      this Agreement and any of the Schedules, Annexes, Appendices or other
      documents referred to herein, the provisions of this Agreement shall
      prevail.

            


    

    


    
      	
              23.4

            	
              If
      any of the provisions of this Agreement are for any reason declared by
      judgment of a court of competent jurisdiction to be unenforceable or
      ineffective, those provisions shall be deemed severable from the other
      provisions of this Agreement and the remainder of this Agreement shall
      remain in full force and effect to the full extent permitted by
      law.

            


    

    


    
      	
              23.5

            	
              THE
      BENEFIT TO BOMBARDIER OF THE (I) WAIVERS, RELEASES, RENUNCIATIONS,
      DISCLAIMERS AND EXCLUSIONS OF LIABILITY, AND (II) OBLIGATIONS TO DEFEND,
      INDEMNIFY AND HOLD HARMLESS IN ARTICLES 11.4, 12.4, 13.3, 14.3, 17.5, 18
      AND ANNEX B ARTICLE 5.3 OF THIS AGREEMENT EXTENDS ALSO TO (A) THE
      OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF BOMBARDIER,
      (B) THE DIVISIONS, SUBSIDIARIES AND AFFILIATES OF BOMBARDIER AND TO EACH
      OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND
      REPRESENTATIVES, AND (C) ANY OTHER PERSON OR ENTITY ON WHOSE BEHALF AND
      FOR WHOSE BENEFIT BOMBARDIER IS ACTING AS AGENT OR TRUSTEE FOR PURPOSES OF
      THIS AGREEMENT.

            


    

    
    

    
      
        
          
               

              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 25 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      

       

      
      

    

    
      	
              23.6

            	
              Bombardier
      and Buyer confirm to each other they have each obtained the required
      authorizations and fulfilled any applicable conditions to enable each of
      them to enter into this Agreement.

            


    

    


    
      	
              23.7

            	
              Buyer
      and Bombardier agree that this Agreement has been the subject of
      discussion and negotiation and is fully understood by the parties hereto
      and that the price of the Aircraft and the other agreed terms set forth
      herein were arrived at in consideration of all provisions hereof including
      Articles 9.2, 11.4, 12, 13, 14, 15, 17.5 and
18.

            


    

    


    ARTICLE
24  -  CAPE TOWN REGISTRATION

    


    
      	
              24.1

            	
              Buyer
      shall not register or consent  to register any international
      interest or prospective international interest under the “Convention on
      International Interests in Mobile Equipment” (“Cape Town Convention”)
      with respect to the airframe or the engines on the Aircraft until such
      time as title to such Aircraft has been transferred from Bombardier to
      Buyer.

            


    

    


    
      	
              24.2

            	
              Bombardier
      represents that it is an entity properly registered under the Cape Town
      Convention registry.  Upon written request from Buyer,
      Bombardier shall, at the time title to an Aircraft is transferred to Buyer
      pursuant to this Agreement, provide its consent to a Cape Town Convention
      registration evidencing the transfer of title to the Aircraft to
      Buyer.  Buyer shall be responsible for all registration and
      search costs.

            


    

    


    
      	
              24.3

            	
              In
      the event of termination of this Agreement for any reason whatsoever, any
      reimbursement to be made to Buyer shall be conditional upon Buyer
      discharging or causing the discharge of any registration under the Cape
      Town Convention created by or with the consent of Buyer in respect of any
      Aircraft title to which has not been transferred to Buyer.  Upon
      request, Buyer shall provide Bombardier with reasonably sufficient
      evidence that any such registrations have been
      discharged.  Notwithstanding the foregoing, if Bombardier
      commences court proceedings to obtain the discharge of any such
      registrations created in contravention of this Article 24, Bombardier
      shall be entitled to recover against Buyer any and all costs, fees and
      expenses (including attorney’s fees) incurred by Bombardier to obtain such
      discharge and Buyer shall also be liable for any and all damages suffered
      by Bombardier as a result of Buyer’s breach of its obligations under this
      Article 24.  Bombardier shall be entitled to set-off such costs,
      fees, expenses and damages against any reimbursement to be made to Buyer
      under this Agreement.

            


    

    


    ARTICLE
25  -  EXECUTION IN COUNTERPART

    


    
      	
               
      

            	
              The
      Agreement and all Letter Agreements thereto, may be executed by the
      parties hereto in separate counterparts, each of which when so executed
      shall be deemed to be an original and all of which taken together shall
      constitute one and the same Agreement or Letter Agreements
      respectively.

            


    

     

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 26 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

         

    

    (remainder
of this page intentionally left blank - signature page follows)

     

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 27 of
      41

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      

       

    

    IN
WITNESS WHEREOF this Agreement has been entered into on the date first written
above.


    


    
      For and
on behalf of

    

    


    
      BOMBARDIER
INC.

    

    
      As
represented by

    

    
      Bombardier
Aerospace

    

    
      Commercial
Aircraft

       

    

    
      
        
          	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  Name:

                	
                  [*]

                	 
      	
                  Name:

                	
                  [*]

                
	 
      	 
      	 
      	 
      	 
      
	
                  Title:

                	
                  [*]

                	 
      	
                  Title:

                	
                  [*]

                


        

      

    

    


    
      REPUBLIC
AIRWAYS HOLDINGS INC.

    

    


    
      
        
          	
                  By:

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  Name:

                	
                  [*]

                	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  Title:

                	
                  [*]

                	 
      	 
      


        

      

    

    
    

    
      
        
          
             

              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 28 of
      41

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

       

      
      

    

    [*]

    
    

    
      
        
          
            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 29 of
      41

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      

       

      
      

    

    APPENDIX
II  -  DELIVERY SCHEDULE

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    CS300 Aircraft

                                  	 	
                                    Scheduled

                                    Delivery

                                    Quarter

                                  	 	
                                    CS300 Aircraft

                                  	 	
                                    Scheduled

                                    Delivery Quarter

                                  
	
                                    First
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	
                                    Thirty-First
      Firm Aircraft

                                  	 	
                                    [*]

                                  
	
                                    Second
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	
                                    Thirty-Second
      Firm Aircraft

                                  	 	
                                    [*]

                                  
	
                                    Third
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	
                                    Thirty-Third
      Firm Aircraft

                                  	 	
                                    [*]

                                  
	
                                    Fourth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	
                                    Thirty-Fourth
      Firm Aircraft

                                  	 	
                                    [*]

                                  
	
                                    Fifth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	
                                    Thirty-Fifth
      Firm Aircraft

                                  	 	
                                    [*]

                                  
	
                                    Sixth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	
                                    Thirty-Sixth
      Firm Aircraft

                                  	 	
                                    [*]

                                  
	
                                    Seventh
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	
                                    Thirty-Seventh
      Firm Aircraft

                                  	 	
                                    [*]

                                  
	
                                    Eighth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	
                                    Thirty-Eighth
      Firm Aircraft

                                  	 	
                                    [*]

                                  
	
                                    Ninth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	
                                    Thirty-Ninth
      Firm Aircraft

                                  	 	
                                    [*]

                                  
	
                                    Tenth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	
                                    Fortieth
      Firm Aircraft

                                  	 	
                                    [*]

                                  
	
                                    Eleventh
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Twelfth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Thirteenth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Fourteenth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Fifteenth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Sixteenth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Seventeenth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Eighteenth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Nineteenth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Twentieth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Twenty-First
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Twenty-Second
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Twenty-Third
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Twenty-Fourth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Twenty-Fifth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Twenty-Sixth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Twenty-Seventh
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Twenty-Eighth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Twenty-Ninth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      
	
                                    Thirtieth
      Firm Aircraft

                                  	 	
                                    [*]

                                  	 	 
      	 	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

      

    

    
      
        
          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 30 of
      41

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      

       

      
      

    

    APPENDIX
III  -  TYPE SPECIFICATION

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Aircraft Type

                            	 	
                              Aircraft Model

                            	 	
                              Type Specification

                            
	 	 	 	 	 
	
                              CSeries
      Aircraft

                            	 	
                              CS300

                            	 	
                              [*]

                            


                    

                  

                

              

            

          

        

      

    

    
      
      

      
        
          
               

            
              

            

          

          *
Confidential

        

      

    

     

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 31 of
      41

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      

       

    

    APPENDIX
IV  -  BUYER SELECTED OPTIONAL FEATURES

    


    CS:
30RW005_A

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	 	 	 	 	 
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	 	 	 	 	 
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	 
      	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	 
      	 	 
      	 	 
      
	
                                                              [*]

                                                            	 	 
      
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	 	 	 	 	 
	 
      	 	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            
	 
      	 	 
      	 	 
      
	
                                                              [*]

                                                            	 	 
      	 	 
      
	
                                                              [*]

                                                            	 	 	 	 
	
                                                              [*]

                                                            	 	 	 	 
	 
      	 	 
      	 	 
      
	
                                                              [*]

                                                            	 	
                                                              [*]

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
    

    
      
        
          
            
            

            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 32 of
      41

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    

    
       

    

    APPENDIX
V  -  BUYER INFORMATION

    


    Bombardier
anticipates that Buyer will be required to provide to Bombardier the following
Buyer Information by the due dates set out below.  Bombardier shall
notify Buyer of (i) any additional information required (and the applicable due
date(s)) and (ii) any necessary modifications to the Buyer Information
requirements and/or due dates set out below.

    


    
      
        
          
            
              
                
                  
                    	
                            BUYER
      INFORMATION

                          	 	
                            DUE  DATES

                          
	 	 	 
	
                            Buyer
      Selected Optional Features

                          	 	
                            [*] to delivery of the
      First applicable Aircraft.

                          
	 	 	 
	
                            Customization

                            - 
      Cabin Décor (materials)

                            - 
      Seat trim and finish (leather, fabric, etc)

                            - 
      Customized Paint Scheme

                            - 
      Emergency Equipment selection/location

                            - 
      Placards, Markings, Labels & Translations

                          	 	
                            [*] to delivery of the
      First applicable Aircraft.

                          
	 	 	 
	
                            Aircraft
      Data

                            - 
      Aircraft Registration Number

                            - 
      Mode S Transponder Octal Code(s), as applicable

                            - 
      ELT Protocol selection and code

                            - 
      SELCAL Code(s), as applicable

                            - 
      TAWS Audio Call-out Codes

                          	 	
                            [*] to delivery of
      the

                            applicable
      Aircraft[*]

                          


                  

                

              

            

          

        

      

    

    
    

    
      
        
          
            
            

            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 33 of
      41

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      

       

      
      

    

    APPENDIX
V  -  FORM “A”  -  BUYER’S CUSTOMIZED
PAINT SCHEME

    


    REPUBLIC
AIRWAYS HOLDINGS INC.
(“Buyer”) hereby approves the
attached Customized Paint Scheme.


    


    
      Dated
this ___ day of ______________ 20XX.

    

    


    
      REPUBLIC
AIRWAYS HOLDINGS INC.

    

    


    
      
        
          
            
              	
                      By:

                    	 
      
	 
      	 
      
	
                      Name:

                    	 
      
	 
      	 
      
	
                      Title:

                    	 
      


            

          

        

      

    

    


    
      Copy
to:  Director, Contracts [Fax +1 416 375 4533]

                

      
        
          	
                  Purchase
      Agreement No. PA-C006

                	 
      	
                  Bombardier
      ______  Buyer______

                
	
                  Republic
      Airways Holdings Inc.

                	 
      	
                  Page 34 of
      41

                


        

      

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      

       

    

    APPENDIX
V  -  FORM “B”  -  BUYER’S INTERIOR
DECOR AND EMERGENCY EQUIPMENT LIST


    


    REPUBLIC
AIRWAYS HOLDINGS INC. (“Buyer”) hereby approves (i)
the attached Interior Decor as submitted by Buyer on, 20XX and confirmed by
Bombardier Inc., as represented by Bombardier Aerospace, Commercial Aircraft on,
20XX, and (ii) the attached Emergency Equipment List and Locations.

    


    
      Dated
this ___ day of ______________ 20XX.

    

    


    
      REPUBLIC
AIRWAYS HOLDINGS INC.


    

    
      
        
          
            
              	
                      By:

                    	 
      
	 
      	 
      
	
                      Name:

                    	 
      
	 
      	 
      
	
                      Title:

                    	 
      


            

          

        

      

    

    


    
      Copy
to:  Director, Contracts [*]

    

     

    
      
        
          
            
              

            

          

          *
Confidential

           

        

      

    

    
      
        
          	
                  Purchase
      Agreement No. PA-C006

                	 
      	
                  Bombardier
      ______  Buyer______

                
	
                  Republic
      Airways Holdings Inc.

                	 
      	
                  Page 35 of
      41

                


        

         

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      

       

    

    APPENDIX
V  -  FORM “C”  -  BUYER’S PLACARDS,
LABELS & MARKINGS


    


    REPUBLIC
AIRWAYS HOLDINGS INC. (“Buyer”) hereby approves the
attached Placards, Markings, and Labels as submitted by Buyer on, 20XX and
confirmed by Bombardier Inc., as represented by Bombardier Aerospace, Commercial
Aircraft on, 20XX.


    


    
      Dated
this ___ day of ______________ 20XX.

    

    


    
      REPUBLIC
AIRWAYS HOLDINGS INC.

    

    


    
      
        
          
            
              
                	
                        By:

                      	 
      
	 
      	 
      
	
                        Name:

                      	 
      
	 
      	 
      
	
                        Title:

                      	 
      


              

            

          

        

      

    

    


    
      Copy
to:  Director, Contracts [*] 
  


      
        
          
            
              
                

              

            

            *
Confidential

          

        

      

       

      
        
          	
                  Purchase
      Agreement No. PA-C006

                	 
      	
                  Bombardier
      ______  Buyer______

                
	
                  Republic
      Airways Holdings Inc.

                	 
      	
                  Page 36 of
      41

                


        

      

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      

    

     

    SCHEDULE
I  -  CERTIFICATE OF ACCEPTANCE


    


    The
undersigned hereby acknowledges on behalf of _________________ (“Buyer”) acceptance of the
CSeries Model CS300
Aircraft bearing manufacturer's serial number __________ fitted with two (2)
Pratt & Whitney model __________ engines bearing serial numbers ____________
and _______________ as being acceptable.

    


    Place:                                                           Date:                                                     

    


    Signed
for and on behalf of

    
      [_______________________________]

    

    


    
      By:


    

    
      
        
          
            
              
                	
                          
      

                      	 
      
	 
      	 
      
	
                        Name:

                      	 
      
	 
      	 
      
	
                        Title:

                      	 
      


              

                

              
                
                  	
                          Purchase
      Agreement No. PA-C006

                        	 
      	
                          Bombardier
      ______  Buyer______

                        
	
                          Republic
      Airways Holdings Inc.

                        	 
      	
                          Page 37 of
      41

                        


                

              

               

            

          

        

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      

       

    

    SCHEDULE
II  -  BILL OF SALE


    


    FOR
VALUABLE CONSIDERATION, BOMBARDIER INC., AS REPRESENTED BY BOMBARDIER AEROSPACE,
COMMERCIAL AIRCRAFT (“BOMBARDIER”), OWNER OF THE
FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS
FOLLOWS:

    


    ONE (1)
BOMBARDIER CSERIES
MODEL CS300 AIRCRAFT BEARING:

    


    MANUFACTURER’S
SERIAL NO.:    _________________________, WITH:

    


    PRATT
& WHITNEY MODEL __________ ENGINES SERIAL NOS.:___________________ AND
____________________

    


    [*]

    


    DOES THIS
______ DAY OF _______________ 20XX HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL
RIGHT, TITLE AND INTEREST IN AND TO SUCH AIRCRAFT UNTO: ________________
(“BUYER”)

    


    BY VIRTUE
OF THE EXECUTION OF THIS BILL OF SALE, BOMBARDIER HEREBY DIVESTS ITSELF OF ALL
ITS RIGHT, TITLE AND INTEREST OF ANY KIND IN THE AIRCRAFT, IN FAVOUR OF
BUYER.

    


    
      BOMBARDIER
hereby represents and warrants to BUYER, its successors and
assigns:

    

    


    
      	
              (i)

            	
              that
      BOMBARDIER has good and marketable title to the Aircraft and the good and
      lawful right to sell the same; and

            


    

    


    
      	
              (ii)

            	
              that
      good and marketable title to the Aircraft is hereby duly vested in BUYER
      free and clear of all claims, liens, encumbrances and rights of others of
      any nature.  BOMBARDIER hereby covenants and agrees to defend
      such title forever against all claims and demands
    whatsoever.

            


    

     

    THIS BILL
OF SALE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


    


    
      BUYER:

    

    


    
      	
              PLACE:
      __________________________________

            	
              TIME:
      ______________________________

            	
              [AM/PM]
      E.S.T.

            


    

     

    
      
        
          
            
              

            

          

          *
Confidential

           

        

      

    

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 38 of
      41

              


      

    

    
    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        

         

      

      For and
on behalf of

    

    


    
      BOMBARDIER
INC.

    

    
      As
represented by

    

    
      Bombardier
Aerospace

    

    
      Commercial
Aircraft


    

    
      
        
          
            
              
                	
                         

                      	 
      
	 
      	 
      
	
                        Name:  
      

                      	 
      
	 
      	 
      
	
                        Title:  

                      	 
      


              

            

          

        

      

    

     

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 39 of
      41

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
 

    

    SCHEDULE
III  -  CERTIFICATE OF RECEIPT OF AIRCRAFT

    


    THE
UNDERSIGNED HEREBY ACKNOWLEDGES TO HAVE RECEIVED FROM BOMBARDIER INC., AS
REPRESENTED BY BOMBARDIER AEROSPACE, COMMERCIAL AIRCRAFT AT [CITY, STATE/PROVINCE, COUNTRY] ON THE _____ DAY OF
20XX, AT _______ [AM/PM] E.S.T., ONE (1) BOMBARDIER CSERIES MODEL CS300 AIRCRAFT,
BEARING MANUFACTURER’S SERIAL NUMBER ________________, WITH TWO (2) PRATT &
WHITNEY MODEL _____________ ENGINES SERIAL NUMBERS _______________ AND
_______________ PURSUANT TO PURCHASE AGREEMENT NO. PA-C006.

    


    Place:
___________________________                
Date: ________________________

     

    Signed
for and on behalf of

    
      BUYER

       

      
        
          
            
              
                
                  
                    	 
      	 
      
	 
      	 
      
	
                            Name:

                          	 
      
	 
      	 
      
	
                            Title:

                          	 
      


                  

                   

                  
                    
                      	
                              Purchase
      Agreement No. PA-C006

                            	 
      	
                              Bombardier
      ______  Buyer______

                            
	
                              Republic
      Airways Holdings Inc.

                            	 
      	
                              Page 40 of
      41

                            


                    

                  

                   

                

              

            

          

        

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      

           

    

    SCHEDULE
IV  -  CHANGE ORDER

    


    
      PURCHASER:

    

    


    
      	
              PURCHASE
      AGREEMENT NO.:

            	
              AIRCRAFT
      TYPE:

            


    

    


    
      	
              C.C.O.
      NO.:

            	
              DATED:

            


    

    


    
      	 	
              PAGE
      __ of __

            


    

    


    
      
        	
                 
      

              	
                  
      

              

 

    

    
      REASON
FOR CHANGE:

    

    


    
      
        	
                 
      

              	
                   
      

              


      

    

    


    
      DESCRIPTION
OF CHANGE:

    

    


    
      
        	
                 
      

              	
                   
      

              


      

    

    


    
      EFFECT ON
AIRCRAFT PURCHASE PRICE:

    

    


    ALL OTHER
TERMS AND CONDITIONS OF THE AGREEMENT SHALL REMAIN UNCHANGED

    


    For
administrative purposes only, a consolidation of the amendments contained in
this CCO is attached.  In the event of inconsistencies between the
consolidation and this CCO, this CCO shall prevail.

    
      
        	
                 
      

              	
                           
      

              


      

    

    


    
      
        	
                FOR
      AND ON BEHALF OF:

              	
                FOR
      AND ON BEHALF OF:

              
	 	 
	BOMBARDIER
      INC. 	REPUBLIC AIRWAYS HOLDINGS
      INC. 


      

    

    
      As
represented by

    

    
      Bombardier
Aerospace

    

    
      Commercial
Aircraft

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Signed:

                                	 
      	 
      	
                                  Signed:

                                	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                  Date:
      

                                	 
      	 
      	
                                  Date:
      

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	
                Purchase
      Agreement No. PA-C006

              	 
      	
                Bombardier
      ______  Buyer______

              
	
                Republic
      Airways Holdings Inc.

              	 
      	
                Page 41 of
      41

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    

     

    ANNEX A

    


    CUSTOMER SUPPORT
SERVICES

    TECHNICAL SUPPORT, SPARE
PARTS, TRAINING AND TECHNICAL DATA

    


    The
following Customer Support Services are those services to which reference is
made in Article 3 of the Agreement.

    


    ARTICLE
1  -  TECHNICAL SUPPORT

    


    
      	
              1.1

            	
              Factory
      Service

            


    

    


    
      	
               
      

            	
              Bombardier
      shall maintain or cause to be maintained the capability to respond to
      Buyer’s technical inquiries, to conduct investigations concerning
      repetitive maintenance problems and to issue findings and recommend action
      thereon for as long as [*] Bombardier CSeries aircraft in any
      variant or model remain in commercial air transport service
      worldwide.

            


    

    


    
      	
              1.2

            	
              Field
      Service Representatives (“FSR”) and Start-Up
  Team

            


    

    


    
      	
            	
              1.2.1

            	
              FSR
      Services

            


    

    


    Bombardier
shall provide Buyer with FSR coverage (“FSR Services”) for the [*] at Buyer’s main base of
operation or other location as may be mutually agreed.  The FSR shall
be available for eight (8) hours per day for a total of forty (40) hours per
week.

    


    
      	
            	
              1.2.2

            	
              FSR
      Term

            


    

    


    
      	
               
      

            	
              The
      FSR assignment shall be continuous during the FSR term and commence [*] prior to the delivery
      of the first Aircraft.  The FSR assignment may be extended on
      terms and conditions to be mutually agreed.  In order to
      terminate the FSR assignment prior to the scheduled expiration, Buyer
      shall provide Bombardier with a minimum of [*] Notice. Buyer’s
      failure to provide such Notice of early termination may, in the sole
      discretion of Bombardier, result in Buyer bearing the reasonable costs and
      expenses incurred by Bombardier as a result of Buyer not providing the
      required Notice.

            


    

    


    
      	
            	
              1.2.3

            	
              FSR
      Responsibility

            


    

    


    
      	
               
      

            	
              The
      FSR shall be responsible for providing technical advice to Buyer on the
      maintenance and operation of the Aircraft systems and troubleshooting
      during scheduled and unscheduled maintenance by Buyer’s designated
      personnel.

            


    

    


    
      	
            	
              1.2.4

            	
              Start-Up
      Team Services

            


    

    


    To assist
Buyer with the introduction of the Aircraft into revenue service, Bombardier
shall assemble a “Start-Up Team” at Buyer’s main base of operation or other
location as may be mutually agreed.  The composition of the Start-Up
Team shall be subject to discussion and could include operational, technical
and/or maintenance support and flight instruction (“Start-Up Team
Services”).  The composition of the Start-Up Team shall be
mutually agreed upon by Buyer and Bombardier at least six months prior to
delivery of the first Aircraft.

     

    
      
        

      

    

    
      *
Confidential

       

    

    
      	
              Annex
      A to Purchase Agreement No. PA-C006

            	
               Bombardier
      ______  Buyer ______

            
	
              Republic
      Airways Holdings Inc.

            	
              Page 1
      of 26

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              1.2.5 

            	
              Start-Up
      Team Term

            


    

    


    The
Start-Up Team Services assignment shall be for [*] and shall commence
immediately after the Delivery Date of the first Aircraft or upon another
mutually agreed schedule.

    


    
      	
            	
              1.2.6 

            	
              Travel

            


    

    


    
      	
               
      

            	
              If
      requested by Buyer and agreed to by Bombardier, the FSR and/or the
      Start-Up Team may, at Buyer’s expense, travel or relocate to another
      location. In the case of a relocation request, Buyer shall provide
      Bombardier with a Notice at least [*] prior to the desired
      date of relocation. Upon agreement between Buyer and Bombardier,
      short-term and/or temporary relocation may be accommodated with a shorter
      Notice period.

            


    

    


    
      	
            	
              1.2.7

            	
              Office
      Facilities

            


    

    


    
      	
               
      

            	
              Buyer
      shall furnish the FSR and the Start-Up Team, at no charge to Bombardier:
      (i) a parking space(s), and (ii) suitable, secure and private office
      facilities and related equipment including a desk, a file cabinet, access
      to two telephone lines, high-speed internet and facsimile and photocopy
      equipment, conveniently located at Buyer’s main base of operation or other
      location as may be mutually agreed.

            


    

    


    
      	
            	
              1.2.8

            	
              Reimbursement
      of Taxes and Other Fees

            


    

    


    
      	
               
      

            	
              Buyer
      shall reimburse Bombardier (net of any additional taxes on such
      reimbursement) the amount of any and all taxes [*] and fees imposed by US
      governmental agencies or agencies of the government of any other
      jurisdiction (other than Canada or any subdivision thereof) to the extent
      imposed by virtue of actions taken by any such person at the request of
      Buyer, of whatever nature, including any customs duties, withholding taxes
      and fees together with any penalties or interest thereon, paid or incurred
      by Bombardier, the FSR, the Start-Up Team, or any other Bombardier
      employee or contractor as a result of or in connection with the rendering
      of the FSR Services and/or Start-Up Team Services [*] Bombardier shall
      cooperate with Buyer with a view of minimizing such taxes or fees, if any,
      through the use of applicable tax exemptions, waivers, refunds or
      credits.

            


    

    
       

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 2
      of 26

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              1.2.9

            	
              Right
      to Stop Work

            


    

    


    
      	
               
      

            	
              Bombardier
      shall not be required to commence or continue the FSR Services or Start-Up
      Team Services when:

            


    

     

    
      
        	
              	
                1.2.9.1

              	
                there
      is a labour dispute or work stoppage in progress at the relevant location
      where the FSR Services or Start-Up Team Services are to be
      performed;

              


      

    

    


    
      
        	
              	
                1.2.9.2

              	
                there
      exist war, risk of war, warlike operation, riot or insurrection at the
      relevant location where the FSR Services or Start-Up Team Services are to
      be performed;

              


      

    

    


    
      
        	
              	
                1.2.9.3

              	
                there
      exist conditions that may be dangerous to the health or safety of the FSR
      or Start-Up Team at the relevant location where the FSR Services or
      Start-Up Team Services are to be
performed;

              


      

    

    


    
      
        	
              	
                1.2.9.4

              	
                the
      government of the country of the relevant location where the FSR Services
      or Start-Up Team Services are to be performed or where Buyer desires the
      FSR and/or Start-Up Team to travel refuses such person(s) permission to
      enter said country; or

              


      

    

    


    
      
        	
              	
                1.2.9.5

              	
                the
      performance of the FSR or the Start-Up Team Services subjects Bombardier
      to liability under any applicable law, legislation, regulation, order or
      directive.

              


      

    

    


    
      	
            	
              1.2.10 

            	
              Work
      Permits and Clearances

            


    

    


    
      	
               
      

            	
              Buyer
      shall arrange for all necessary work permits, immigration permits and
      airport security clearances required in the United States of America or
      any other jurisdiction(s) (other than Canada or any subdivision thereof)
      where the FSR and Start-Up Team Services are to be performed at Buyer’s
      request and shall cooperate with Bombardier in obtaining any necessary
      U.S. (or any such other jurisdiction) visa requirements for the FSR, the
      FSR’s dependents, Start-Up Team and/or other Bombardier employees and
      contractors to permit timely performance of the FSR Services and/or
      Start-Up Team Services.

            


    

    


    
      	
              1.3

            	
              FSR
      and Start-Up
      Team Services Conference

            


    

    


    A FSR and
Start-Up Team conference shall be convened on a date to be mutually agreed
between Buyer and Bombardier, at least [*] months prior to the Delivery
Date of the first Aircraft, in order to review and agree on the specific FSR
requirements of Buyer, the specific composition of the Start-Up Team, the
matters set forth in Annex A, Articles 1.2.6, 1.2.7 and 1.2.10 and any other
related matters.

    
       

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 3
      of 26

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.4

            	
              Additional
      Services

            


    

    


    
      	
               
      

            	
              At
      Buyer’s request, Bombardier shall provide a proposal to provide such
      additional support services as the parties may agree upon, which may
      include special investigations, maintenance and/or repair of the
      Aircraft.

            


    

    


    1.5           In-Service
Maintenance Data

    


    
      	
               
      

            	
              Buyer
      shall provide to Bombardier in-service maintenance data in order to assist
      Bombardier in providing updates to Bombardier’s recommended maintenance
      program.  Buyer and Bombardier shall agree on standards and
      frequency for communication of such
data.

            


    

     

    [*]

     

    
      ARTICLE
2  -  SPARE PARTS, GSE, TOOLS AND TEST
EQUIPMENT

    

    


    
      	
              2.1

            	
              Definitions

            


    

    


    In this
Annex A, Article 2, the following expressions shall have the meaning ascribed
thereto below unless otherwise expressly provided.  All other defined
terms and expressions used in this Annex A, Article 2 and in the Agreement, but
not defined in this Annex A, Article 2, shall have the same meaning as in the
Agreement.

    


    “Aircraft Illustrated Parts
Catalogue” means the manual containing information for the identification
and requisition of Aircraft replaceable parts and units, as amended from time to
time by Bombardier.

    


    
      	
               
      

            	
              “Bombardier Spare Part(s)”
      means any Bombardier spare part, ground support equipment, tool or
      test equipment for the Aircraft which is i) manufactured by Bombardier or
      ii) manufactured by a third party on behalf of Bombardier where such third
      party has been provided a Bombardier drawing by Bombardier for such part,
      ground support equipment, tool or test equipment.  For greater
      certainty, Bombardier Spare Part(s) do not include any component,
      equipment, accessory or part that at the Delivery Date of an Aircraft
      is/are installed on or incorporated in such
  Aircraft.

            


    

    


    
      	
               
      

            	
              “Buyer Furnished
      Equipment” means items of equipment, if any, that are furnished by
      Buyer and installed on the Aircraft by
  Bombardier.

            


    

    


    
      	
               
      

            	
              “Order” means any order
      for a Bombardier Spare Part or a Vendor Part issued by Buyer to
      Bombardier.

            


    

    


    
      	
               
      

            	
              “Power Plant Part(s)”
      means: (i) an engine, and any engine component, equipment or part,
      including the nacelle and any accessory or assembly, carrying the power
      plant manufacturer’s part number, or (ii) any part furnished by the power
      plant manufacturer as a spare part.

            


    

    


    
      	
               
      

            	
              “Structural Repair
      Manual” means the manual containing
      descriptive information for identification and repair of Aircraft primary
      and secondary structure.

            


    

    
       

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 4
      of 26

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Spare Parts” means all
material, spare parts, assemblies, special tools and items of equipment,
including ground support equipment, applicable to the Aircraft.  The
term “Spare Parts” includes Bombardier Spare Parts, spare Power Plant Parts and
spare Vendor Parts, but excludes spare parts related to Buyer Furnished
Equipment.  For greater certainty, the term “Spare Parts” does not
include any component, equipment, accessory or part that at the Delivery Date of
an Aircraft is installed on or incorporated in such Aircraft.

    “Spare Parts Price Catalogue”
means a list
of parts prices periodically published by Bombardier for Bombardier Spare Parts
and selected Vendor Parts.

    


    
      “Technical Data” shall have the
meaning attributed to it in Annex A, Article 4.1.

    

    


    
      “Vendor” means a manufacturer
of a Vendor Part.

    

    


    “Vendor Part(s)” means any
component, equipment, accessory or part, including a spare part, ground support
equipment, tool and test equipment, for the Aircraft that is not a Warranted
Part, Bombardier Spare Part, Power Plant Part or Buyer Furnished
Equipment.

    


    “Warranted Part” has the
meaning set forth in Annex B to this Agreement.

    


    
      	
              2.2

            	
              Term,
      Applicability and Standards

            


    

    


    
      	
               
      

            	
              The
      terms of this Annex A, Article 2 shall become effective on the date hereof
      and shall remain in force and effect with respect to the purchase and sale
      of Spare Parts so long as at least [*] CSeries aircraft in any
      variant or model remain in commercial air transport service worldwide,
      notwithstanding the expiration or termination of the
      Agreement.

            


    

    


    
      	
              2.3

            	
              Order
      Terms

            


    

     

    
      	
               
      

            	
              The
      terms and conditions herein shall apply to all Orders issued by Buyer to
      Bombardier in lieu of any terms and conditions in Buyer’s purchase
      orders.

            


    

    


    
      	
              2.4

            	
              Purchase
      and Sale of Spare Parts

            


    

    


    
      	
            	
              2.4.1

            	
              Agreement
      to Manufacture and Sell

            


    

    


    
      	
               
      

            	
              Bombardier
      shall manufacture or cause to be manufactured, or procure, and make or
      cause to be made available for sale to Buyer suitable Spare Parts in
      quantities sufficient to meet the reasonably anticipated needs of Buyer
      for normal maintenance and normal spares inventory
      replacement.  Bombardier shall also maintain or cause to be
      maintained a shelf stock of certain Bombardier Spare Parts selected by
      Bombardier to ensure reasonable re-order lead times and emergency
      support.  Bombardier shall also maintain or cause to be
      maintained a reasonable quantity of Bombardier insurance
      parts.  Insurance parts as used herein shall include, but not be
      limited to, dispatch-essential parts such as major flight control
      surfaces.

            


    

    
       

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 5
      of 26

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.5

            	
              Agreement
      to Purchase Bombardier Spare Parts

            


    

    


    
      	
            	
              2.5.1

            	
              Redesign
      of Bombardier Spare Parts

            


    

    


    
      	
               
      

            	
              Buyer
      may only redesign Bombardier Spare Parts, or have them redesigned,
      manufacture Bombardier Spare Parts, or have them manufactured only under
      the following conditions:

            


    

    


    
      	
               
      

            	
              (a)

            	
              When
      less than [*] aircraft of the type
      purchased hereunder are operated in scheduled commercial air transport
      service;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      time Bombardier Spare Parts are needed to effect emergency repairs on the
      Aircraft, provided that such redesign or manufacture by or from sources
      other than Bombardier allows Buyer to obtain Bombardier Spare Parts in
      less time than Bombardier requires to furnish them;
  or

            


    

    


    
      	
               
      

            	
              (c)

            	
              If
      Buyer has notified Bombardier in writing that any Bombardier Spare Parts
      are defective or unsatisfactory in use and if within a reasonable period
      thereafter Bombardier has not provided a satisfactory resolution or made
      redesigned Bombardier Spare Parts
available.

            


    

    


    
      	
            	
              2.5.2

            	
              Buyer’s
      Right to Purchase, Redesign or
Manufacture

            


    

    


    
      	
               
      

            	
              Buyer’s
      right to purchase, redesign or to have redesigned or manufacture or to
      have manufactured Bombardier Spare Parts under Annex A, Article 2.5.1
      shall not be construed as a granting of a license by Bombardier and shall
      not obligate Bombardier to disclose to anyone Technical Data or other
      information nor to the payment of any license fee or royalty or create any
      obligation whatsoever to Bombardier and Bombardier shall be relieved of
      any obligation or liability with respect to patent infringement in
      connection with any such redesigned part.  Buyer shall be
      responsible for obtaining all regulatory authority approvals required by
      Buyer to repair the Aircraft using redesigned or manufactured Bombardier
      Spare Parts as described in the preceding Article.  Any such
      redesigned part shall be identified with Buyer’s part number
      only.

            


    

    


    
      	
            	
              2.5.3

            	
              Notice
      to Bombardier of Redesigned Parts

            


    

    


    
      	
               
      

            	
              If
      Buyer redesigns or has had any Bombardier Spare Parts redesigned, Buyer
      shall promptly thereafter advise
Bombardier.

            


    

    


    
      	
              2.6

            	
              Purchase
      of Vendor Parts and Power Plant
Parts

            


    

    


    
      	
               
      

            	
              Bombardier
      shall not be obligated to maintain a stock of Vendor Parts or Power Plant
      Parts.  Bombardier may elect to maintain a spares stock of
      selected Vendor Parts and/or Power Plant Parts at its own discretion to
      support provisioning and replenishment sales to
      Buyer.  Bombardier agrees to use commercially reasonable efforts
      to require its vendors to comply with the terms and conditions of this
      Annex A Article 2 as they apply to Vendor Parts and Power Plant
      Parts.  Vendor Parts and Power Plant Parts ordered by Buyer from
      Bombardier shall be delivered in accordance with the applicable vendor’s
      quoted lead time plus Bombardier’s internal processing
    time.

            


    

    
       

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 6
      of 26

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.7

            	
              Spare
      Parts Pricing

            


    

    


    
      	
            	
              2.7.1

            	
              Spare
      Parts Price Catalogue

            


    

    


    Prices
for commonly used Bombardier Spare Parts stocked by Bombardier shall be
published in the Spare Parts Price Catalogue. Bombardier shall publish said
catalogue once a year [*]

    


    Prices
for commonly used Vendor Parts stocked by Bombardier shall be published in the
Spare Parts Price Catalogue. [*] Bombardier shall amend its
Spare Parts Price Catalogue at the time of release of changes to published
prices from vendors.

    


    Bombardier
also reserves the right to change prices on an individual basis to correct
errors.

    


    
      	
            	
              2.7.2

            	
              Quotations

            


    

    


    
      	
               
      

            	
              If
      requested by Buyer, Bombardier shall provide price and delivery quotations
      for items not listed in the Spare Parts Price Catalogue.  Price
      quotations shall be held firm for a period of [*] days or as otherwise
      specified by Bombardier. Responses to quotation requests shall be provided
      as soon as reasonably possible but no later than within [*] of receipt of Buyer’s
      request.

            


    

    


    
      	
            	
              2.7.3

            	
              Price
      Applicability

            


    

    


    
      	
               
      

            	
              The
      purchase price of Bombardier Spare Parts shall be the applicable price set
      forth in the Spare Parts Price Catalogue at time of receipt by Bombardier
      of Buyer’s Order or as quoted by Bombardier to Buyer upon
      request.  If Buyer requests accelerated production, delivery or
      special handling for Bombardier Spare Parts not taken into account in the
      price set out in the Spare Parts Price Catalogue for such Bombardier Spare
      Parts, Bombardier may increase the price from the original quotation to
      cover any additional costs to Bombardier resulting from such accelerated
      production, delivery or special
handling.

            


    

    


    
      	
            	
              2.7.4

            	
              Currency
      and Taxes

            


    

    


    
      	
               
      

            	
              All
      Spare Parts Price Catalogue and quotation prices shall be in U.S. dollars
      [*]

            


    

    


    Buyer
shall pay to Bombardier upon demand the amount of any sales, use, value-added,
excise or similar taxes imposed by any federal, provincial or local taxing
authority within Canada, and the amount of all taxes imposed by any taxing
authority outside Canada, required to be paid by Bombardier as a result of any
sale, use, delivery, storage or transfer of any Spare Parts to Buyer [*].  If a claim is
made against Bombardier for any such tax, Bombardier shall promptly notify
Buyer.

    
       

      
        
          

        

      

      
        *
Confidential

        * Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 7
      of 26

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              In
      addition, Buyer shall pay to Bombardier on demand the amount of any
      customs duties required to be paid by Bombardier with respect to the
      importation by Buyer of any Spare
Parts.

            


    

    


    
      	
              2.8

            	
              Provisioning

            


    

    


    
      	
            	
              2.8.1

            	
              Pre-provisioning
      / Provisioning Conference

            


    

    


    
      	
               
      

            	
              A
      pre-provisioning conference shall be convened on a date to be mutually
      agreed between Buyer and Bombardier in order
to:

            


    

    


    
      	
               
      

            	
              (i)

            	
              discuss
      the operational parameters to be provided by Buyer to Bombardier which
      Bombardier considers necessary for preparing its quantity recommendations
      for initial provisioning of Spare Parts to be purchased from Bombardier or
      Vendors (“Provisioning
      Items”);

            


    

    


    
      	
               
      

            	
              (ii)

            	
              review
      Buyer’s ground support equipment and special tool requirements for the
      Aircraft;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              discuss
      the format of the provisioning documentation to be provided to Buyer from
      Bombardier for the selection of Provisioning Items;
  and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              arrive
      at a schedule of events for the initial provisioning process, including
      the establishment of a date for the initial provisioning conference
      (“Initial Provisioning
      Conference”) which shall be scheduled where possible at least [*] months prior to
      delivery of the first Aircraft.

            


    

    


    
      	
               
      

            	
              The
      time and location of the Initial Provisioning Conference shall be mutually
      agreed upon between the parties; however, Bombardier and Buyer shall use
      reasonable efforts to convene such meeting within [*] calendar days after
      execution of the Agreement.

            


    

    


    
      	
              2.9

            	
              Initial
      Provisioning Documentation

            


    

    


    
      	
               
      

            	
              Initial
      provisioning documentation for Bombardier Spare Parts and Vendor Parts
      shall be provided by Bombardier as
follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Bombardier
      shall provide, as applicable to Buyer, no later than [*] months prior to the
      Scheduled Delivery Quarter, or the Scheduled Delivery Month, as the case
      may be, of the first Aircraft, or as may be mutually agreed, the initial
      issue of Bombardier recommended provisioning files (as may be amended by
      Bombardier). Revisions to this provisioning data shall be issued by
      Bombardier every [*] calendar days until
      [*] calendar days
      following the Delivery Date of the last Aircraft, or as may be mutually
      agreed;

            


    

    
       

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 8
      of 26

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                (b)

              	
                the
      Aircraft Illustrated Parts Catalogue designed to support provisioning
      shall be issued concurrently with provisioning data files and revised at
      every [*] calendar days until
      expiration of the revision service described in Annex A, Article
      4.4.

              


      

    

    


    
      	
            	
              2.9.1

            	
              Obligation
      to Substitute Obsolete Spare Parts

            


    

    


    
      	
               
      

            	
              In
      the event that, prior to delivery of the first Aircraft, any Spare Part
      purchased by Buyer from Bombardier is rendered obsolete or unusable due to
      the redesign of the Aircraft or of any accessory, equipment or part
      thereto (other than a redesign at Buyer’s request), Bombardier shall
      deliver to Buyer new and usable Spare Parts in substitution for such
      obsolete or unusable Spare Parts upon return of such Spare Parts to
      Bombardier by Buyer.

            


    

    


    Bombardier
shall credit Buyer’s account with Bombardier with the price paid by Buyer for
any such obsolete or unusable Spare Part and shall invoice Buyer for the
purchase price of any such substitute Spare Part delivered to
Buyer.

    


    
      	
            	
              2.9.2

            	
              Delivery
      of Obsolete Spare Parts and
Substitutes

            


    

    


    
      	
               
      

            	
              Obsolete
      or unusable Spare Parts returned by Buyer pursuant to Annex A, Article
      2.9.1 shall be delivered to such facilities in North America as Bombardier
      may reasonably designate. Spare Parts substituted for such returned
      obsolete or unusable Spare Parts shall be delivered to Buyer from
      Bombardier’s shipping point in North America as it may reasonably
      designate.  [*]

            


    

    


    
      	
            	
              2.9.3

            	
              Obligation
      to Repurchase Surplus Provisioning
Items

            


    

    


    
      	
               
      

            	
              During
      a period commencing [*] of the first Aircraft,
      and ending [*] Bombardier shall, upon
      receipt of Buyer’s written request and subject to the exceptions in Annex
      A, Article 2.9.4, repurchase unused and undamaged Provisioning Items
      which: (i) were recommended by Bombardier as initial provisioning for the
      Aircraft, and (ii) were purchased by Buyer from Bombardier, and (iii) are
      surplus to Buyer’s needs.

            


    

    


    
      	
            	
              2.9.4

            	
              Exceptions

            


    

    


    
      	
               
      

            	
              Bombardier
      shall not be obligated under Annex A, Article 2.9.3 to repurchase any of
      the following:  (i) quantities of Provisioning Items in excess
      of those quantities recommended by Bombardier in its Recommended Spare
      Parts List (“RSPL”) for the Aircraft,
      (ii) Power Plant Parts, QEC Kits, standard hardware, bulk and raw
      materials, ground support equipment and special tools, (iii) Provisioning
      Items which have become obsolete or have been replaced by other
      Provisioning Items as a result of (a) Buyer’s modification of the Aircraft
      or (b) design improvement by the Aircraft manufacturer or the Vendor
      (other than Provisioning Items which have become obsolete because of a
      defect in design if such defect has not been remedied by an offer by
      Bombardier or the Vendor to provide no charge retrofit kits or replacement
      parts which correct such defect), and (iv) Provisioning Items which become
      surplus as a result of a change in Buyer’s operating parameters provided
      to Bombardier pursuant to Annex A, Article 2.8.1, which were the basis of
      Bombardier’s initial provisioning recommendations for the
      Aircraft.

            


    

    
      
        
           


        

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 9
      of 26

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              2.9.5

            	
              Notification
      and Format

            


    

    


    
      	
               
      

            	
              Buyer
      shall notify Bombardier, in writing, when Buyer desires to return
      Provisioning Items which Buyer’s review indicates are eligible for
      repurchase by Bombardier under the provisions of Annex A, Article
      2.9.3.  Buyer’s notification shall include a detailed summary,
      in part number sequence, of the Provisioning Items Buyer desires to
      return.  Such summary shall be in the form of listings as may be
      mutually agreed between Bombardier and Buyer, and shall include part
      number, nomenclature, purchase order number, purchase order date and
      quantity to be returned.

            


    

    


    
      	
               
      

            	
              Within
      [*] Days after receipt of
      Buyer’s notification Bombardier shall advise Buyer, in writing, when
      Bombardier’s review of such summary from Buyer shall be
      completed.  Bombardier shall promptly review such
      summary.

            


    

    


    
      	
            	
              2.9.6

            	
              Review
      and Acceptance by Bombardier

            


    

    


    
      	
               
      

            	
              Upon
      completion of Bombardier’s review of any detailed summary submitted by
      Buyer pursuant to Annex A, Article 2.9.5, Bombardier shall issue to Buyer
      a Material Return Authorization notice (“MRA”) for those
      Provisioning Items Bombardier agrees are eligible for repurchase in
      accordance with Annex A, Article 2.9.3.  Bombardier shall advise
      Buyer of the reason that any Provisioning Items included in Buyer’s
      detailed summary are not eligible for return.  The MRA notice
      shall state a reasonable date by which Provisioning Items listed in the
      MRA notice must be redelivered to Bombardier and Buyer shall arrange for
      shipment of such Provisioning Items
accordingly.

            


    

    


    
      	
            	
              2.9.7

            	
              Price
      and Payment

            


    

    


    
      	
               
      

            	
              The
      price of each Provisioning Item repurchased by Bombardier pursuant to
      Annex A, Article 2.9.6 shall be the original invoice
      price.  Bombardier shall pay the repurchase price by issuing a
      credit memorandum in favour of Buyer which may be applied against amounts
      due to Bombardier for the purchase of Spare Parts and services from
      Bombardier.

            


    

    


    
      	
            	
              2.9.8

            	
              Return
      of Surplus Provisioning Items

            


    

    


    
      	
               
      

            	
              Provisioning
      Items repurchased by Bombardier pursuant to Annex A, Article 2.9.6 shall
      be delivered to Bombardier Free Carrier (Incoterms), at such destination
      in North America as Bombardier may reasonably
  designate.

            


    

    
       

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 10
      of 26

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              2.9.9

            	
              Obsolete
      Spare Parts and Surplus Provisioning Items - Title and Risk of
      Loss

            


    

    


    
      	
               
      

            	
              Title
      to and risk of loss of any obsolete or unusable Spare Parts returned to
      Bombardier pursuant to Annex A, Article 2.9.8 shall pass to Bombardier
      upon delivery thereof to Bombardier.  Risk of loss of any Spare
      Parts substituted for an obsolete or unusable Spare Part pursuant to Annex
      A, Article 2.9.1 shall pass to Buyer upon delivery thereof to
      Buyer.  Title to and risk of loss of any Provisioning Items
      repurchased by Bombardier pursuant to Annex A, Article 2.9.3 shall pass to
      Bombardier upon delivery thereof to
Bombardier.

            


    

    


    
      	
               
      

            	
              With
      respect to the obsolete or unusable Spare Parts which may be returned to
      Bombardier and the Spare Parts substituted therefore, pursuant to Annex A,
      Article 2.9.1, and the Provisioning Items which may be repurchased by
      Bombardier, pursuant to Annex A, Article 2.9.3, the party which has the
      risk of loss of any such Spare Part or Provisioning Item shall have the
      responsibility of providing any insurance coverage thereon desired by such
      party.

            


    

    


    
      
        	
                2.10

              	
                Procedure
      for Ordering Spare Parts

              


      

    

    


    
      	
               
      

            	
              Orders
      for Spare Parts may be placed by Buyer to Bombardier by any method of
      order placement (including but not limited to letter, facsimile, telephone
      or hard copy purchase order).

            


    

    


    
      	
            	
              2.10.1

            	
              Requirements

            


    

    


    
      	
               
      

            	
              Orders
      shall include at a minimum order number, part number, nomenclature,
      quantity, delivery schedule requested, shipping instructions and
      Bombardier’s price, if available.

            


    

    


    
      	
            	
              2.10.2

            	
              Processing
      of Orders

            


    

    


    
      	
               
      

            	
              Upon
      acceptance of any Order, unless otherwise directed by Buyer, Bombardier
      shall, if the Spare Parts are in stock, proceed to prepare the Spare Parts
      for shipment to Buyer.  If Bombardier does not have the Spare
      Parts in stock, Bombardier shall proceed to acquire or manufacture the
      Spare Parts.  Purchase order status and actions related to the
      shipment of Spare Parts shall be generally consistent with the provisions
      of the World Airline Suppliers Guide, as applicable to
    Buyer.

            


    

    


    
      	
            	
              2.10.3

            	
              Changes

            


    

     

    
      	
               
      

            	
              Bombardier
      reserves the right, without Buyer’s consent, to make any necessary
      corrections or changes in the design, part number and nomenclature of
      Spare Parts covered by an Order and to substitute Spare Parts provided
      that interchangeability is not affected. If the unit price changes or
      interchangeability is affected, Bombardier shall promptly inform
      Buyer.  If Buyer wishes to proceed with the Order at the changed
      price or with the affected interchangeability, Buyer shall send Bombardier
      an amended Order reflecting the new unit price and acknowledging the
      affected interchangeability. If Buyer wishes not to proceed with the Order
      at the changed price or with the affected interchangeability, or Buyer
      does not send an amended Order, Bombardier will not process the
      Order.

            


    

    
      
        
            


        

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 11
      of 26

              


      

    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              2.11

            	
              Packing

            


    

    


    
      	
               
      

            	
              All
      Spare Parts ordered shall receive standard commercial packing suitable for
      export shipment via air freight.  Such standard packing shall
      generally be in accordance with ATA Spec 300 as amended from time to
      time.  All AOG orders shall be handled, processed, packed and
      shipped separately.

            


    

    


    
      	
              2.12

            	
              Packing
      List

            


    

    


    
      	
               
      

            	
              Bombardier
      shall insert in each shipment a packing list/release note itemized to
      show:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      contents of the shipment;

            


    

    
      	
               
      

            	
              (ii)

            	
              the
      approved signature of Bombardier’s TC authority attesting to the
      airworthiness of the Spare Parts;
and

            


    

    
      	
               
      

            	
              (iii)

            	
              the
      value of the shipment for customs clearance, if
  required.

            


    

    


    
      	
              2.13

            	
              Container
      Marks

            


    

    


    
      	
               
      

            	
              Upon
      Buyer’s request each container shall be marked with shipping marks as
      specified on the Order.  In addition Bombardier shall, upon
      request, include in the markings:  gross weight and cubic
      measurements.

            


    

    


    
      	
              2.14

            	
              Delivery

            


    

    


    
      	
            	
              2.14.1

            	
              Delivery
      Point

            


    

    


    
      	
               
      

            	
              Spare
      Parts shall be delivered to Buyer in one of the following manners at
      Bombardier’s sole option:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Free
      Carrier (Incoterms 2000) at such location as Bombardier may reasonably
      designate; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Free
      Carrier (Incoterms 2000) Vendor’s or subcontractor’s
  plant.

            


    

    


    However,
in the case of Bombardier Spare Parts ordered by Buyer from Bombardier, if
Bombardier is unable to deliver a Bombardier Spare Part Free Carrier (Incoterms
2000) at such location in North America as Bombardier may reasonably designate,
[*]

    


    
      
        	
              	
                2.14.2 

              	
                Delivery
      Time

              


      

    

    


    
      Subject
to Article 2.4.1 of Annex A, Bombardier shall use reasonable efforts so that
shipment of Spare Parts to Buyer be as follows:

    

    
       

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 12
      of 26

              


      

    

       

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              AOG
      Orders

            


    

    


    
      Ship AOG
Orders within [*] receipt of
Order.  Buyer’s affected Aircraft factory production number shall be
required on AOG Orders;

    

    


    
      	
               
      

            	
              (b)

            	
              Critical
      Orders (A1)

            


    

    


    
      Ship
critical Orders within [*] of order
receipt;

    

    


    
      	
               
      

            	
              (c)

            	
              Expedite
      Orders (A2)

            


    

    


    
      Ship
expedite Orders within [*] days of order
receipt;

    

    


    
      	
               
      

            	
              (d)

            	
              Initial
      Provisioning Orders

            


    

    


    
      Prior to
the Delivery Date of the first Aircraft or as may be mutually agreed; and
provided that the lead times for order were respected by
Buyer;

    

    


    
      	
               
      

            	
              (e)

            	
              Other
      Orders

            


    

     

    
      Shipment
of stock items shall be approximately [*] calendar days after
Bombardier’s receipt of Buyer’s Order.  Shipment of non-stock items
shall be in accordance with quoted lead times or lead times published in the
current Spare Parts Price Catalogue or provisioning data.

          

    

    
      Bombardier
and Buyer shall meet on a quarterly basis to review AOG orders and
performance.

    

    


    
      	
              2.15

            	
              Collect
      Shipments

            


    

    


    
      	
               
      

            	
              Where
      collect shipments are not deemed practicable by Bombardier, prepaid
      freight charges, insurance and all other costs of shipment paid by
      Bombardier shall be paid by Buyer promptly upon presentation to Buyer of
      invoices covering the same.

            


    

    


    
      	
              2.16

            	
              Freight
      Forwarder

            


    

    


    
      	
               
      

            	
              If
      Buyer elects to use the services of a freight forwarder for the onward
      movement of Spare Parts, Buyer agrees to release Bombardier from and
      indemnify it for any liability for any fines or seizures of Spare Parts
      imposed under any governmental Goods in Transit regulations, except to the
      extent attributable to the gross negligence or wilful misconduct of
      Bombardier.  Any such fines levied against Bombardier shall be
      invoiced to Buyer and any Spare Parts seized under such regulations shall
      be deemed to be received, inspected, and accepted by Buyer at the time of
      seizure.

            


    

    


    
      	
              2.17

            	
              Reimbursement
      of Expenses

            


    

    


    
      	
               
      

            	
              If
      Bombardier gives Buyer written notice that an Order is ready for shipment
      and shipment is delayed more than [*] calendar days at
      Buyer’s request or without Bombardier’s fault or responsibility, Buyer
      shall promptly reimburse Bombardier upon demand for all reasonable costs
      and expenses, including but not limited to reasonable amounts for storage,
      handling, insurance and taxes, incurred by Bombardier as a result of such
      delay.

            


    

    
       

      
        
          

        

      

      
        *
Confidential

        * Confidential

        
        

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 13
      of 26

              


      

    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.18

            	
              Title
      and Risk of Loss

            


    

    


    
      	
               
      

            	
              Property
      and title to the Spare Parts shall pass to Buyer upon payment for the
      Spare Parts in full.  Until payment in full for Spare Parts, (a)
      title to them shall not pass to Buyer, and (b) Bombardier maintains a
      purchase money security interest in them.  Risk of loss of the
      Spare Parts shall pass to Buyer upon delivery by
      Bombardier.  With respect to Spare Parts rejected by Buyer
      pursuant to Annex A, Article 2.20, risk of loss shall remain with Buyer
      until such Spare Parts are re-delivered to
  Bombardier.

            


    

    


    
      	
               
      

            	
              Bombardier
      agrees to notify Buyer when material is shipped and shall provide
      carrier’s reference information (i.e., waybill
  number).

            


    

    


    
      	
              2.19

            	
              Inspection
      and Acceptance

            


    

    


    
      	
               
      

            	
              All
      Spare Parts shall be subject to inspection by Buyer at destination. Use of
      Spare Parts or failure of Buyer to give notice of rejection within [*] calendar days after
      receipt shall constitute acceptance.  Acceptance shall be final
      and Buyer waives the right to revoke acceptance for any reason, whether or
      not known to Buyer at the time of acceptance.  Buyer’s remedies
      for defects discovered before acceptance are exclusively provided for in
      Annex A, Article 2.20 herein.

            


    

    


    
      	
              2.20

            	
              Rejection

            


    

    


    
      	
               
      

            	
              Any
      notice of rejection referred to in Annex A, Article 2.19 shall specify the
      reasons for rejection.  If Bombardier concurs with a rejection,
      Bombardier shall, at its option, correct, repair or replace the rejected
      Spare Part.  Buyer shall, upon receipt of Bombardier’s written
      instructions and Material Return Authorization (“MRA”) notice, return the
      rejected Spare Part to Bombardier at its specified plant, or other
      destination as may be mutually agreeable.  The return of the
      rejected Spare Part to Bombardier and the return or delivery of a
      corrected or repaired rejected Spare Part or any replacement for any such
      Spare Part to Buyer shall be at Bombardier’s expense.  Any
      corrected, repaired or replacement Spare Part shall be subject to the
      provisions of this Agreement.

            


    

    


    
      	
              2.21

            	
              Payment

            


    

    


    
      	
               
      

            	
              Except
      as provided in Annex A, Article 2.23 below, payment terms shall be net
      thirty (30) calendar days of invoice date for established open
      accounts.  Any overdue amount shall bear interest from the due
      date until actual payment is received by Bombardier at [*] compounded
      monthly.

            


    

    


    
      	
              2.22

            	
              Payment
      for Provisioning Items

            


    

    


    
      	
               
      

            	
              Payment
      for Provisioning Items shall be made by Buyer as
  follows:

            


    

    
       

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 14
      of 26

              


      

    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              a
      deposit of [*] of the total price of
      the Provisioning Items as selected by Buyer, upon signature of the spares
      provisioning document placement by of the Provisioning Items Order with
      Bombardier; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      balance of the total price of Provisioning Items upon their
      delivery.

            


    

    


    
      	
              2.23

            	
              Modified
      Terms of Payment

            


    

    


    
      	
               
      

            	
              Bombardier
      reserves the right to alter the terms of payment if Buyer fails to pay
      when due an amount Buyer owes to Bombardier under any agreement with
      Bombardier.

            


    

    


    
      	
              2.24

            	
              Regulations

            


    

    


    
      	
               
      

            	
              Buyer
      shall comply with all applicable monetary and exchange control regulations
      and shall obtain any necessary authority from the governmental agencies
      administering such regulations to enable Buyer to make payments at the
      time and place and in the manner specified
  herein.

            


    

    


    
      	
              2.25

            	
              Warranty

            


    

    


    
      	
               
      

            	
              The
      warranty applicable to Spare Parts is set forth in Annex B to the
      Agreement.

            


    

    


    
      	
              2.26

            	
              Cancellation
      of Orders

            


    

    


    
      	
               
      

            	
              Except
      as otherwise may apply to initial provisioning, if Buyer cancels an Order,
      Bombardier, at its option, shall be entitled to recover, as liquidated
      damages and not as a penalty, an amount based upon the following
      parameters:

            


    

     

    
      	
               
      

            	
              (a)

            	
              if
      work accomplished on the Order has been limited to Bombardier Spares
      Department, or the part has been identified as “shelf stock” in the Spare
      Parts Price Catalogue, no cancellation charges shall be
    made;

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      production planning has been completed on the Order and shop orders have
      been written, but no shop time or material charges have been made against
      the Order, the cancellation charge shall be [*] of the
      price;

            


    

    


    
      	
               
      

            	
              (c)

            	
              if
      shop time or material charges have been made against the Order, the
      cancellation charge shall be based on the cost of such time and materials,
      plus overhead; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              if
      the Spare Parts covered by the Order can be absorbed into Bombardier’s
      inventory without increasing Bombardier’s normal maximum stock level, no
      cancellation charges shall be made.

            


    

    


    
      	
              2.27

            	
              Lease

            


    

    


    
      	
               
      

            	
              Bombardier
      shall select and make available certain insurance parts for lease, subject
      to availability and Buyer agreeing to the terms and conditions as set out
      in Bombardier’s standard agreement.

            


    

    
      
        
           

        

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 15
      of 26

              


      

    

       

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.28

            	
              Additional
      Terms and Conditions

            


    

    


    
      	
               
      

            	
              Bombardier’s
      conditions of sale are deemed to incorporate the terms and conditions
      stated herein.  Additional terms and conditions applicable at
      time of receipt of each order from Buyer may be added providing such terms
      and conditions do not conflict with the terms and conditions provided
      herein.  Such additional terms and conditions shall be provided
      to Buyer at least [*] calendar days prior to
      their effective date.

            


    

    


    ARTICLE
3  -  TRAINING

    


    
      	
              3.1 

            	
              General
      Terms

            


    

    


    
      	
            	
              3.1.1

            	
              The
      objective of the training programs (the “Training Programs”)
      described in this Agreement is to familiarize and assist Buyer’s personnel
      in the introduction, operation, and maintenance of the
      Aircraft.

            


    

    


    
      	
            	
              3.1.2

            	
              Bombardier
      shall offer the Training Programs to Buyer in the English language, at a
      Bombardier designated facility in North America or, to the extent agreed
      by Buyer, through appropriate remote access digital tool. The Training
      Programs shall be completed prior to the Delivery Date of the last
      Aircraft purchased herein. If Buyer requests any changes to the standard
      course curriculum, including the requirement for interpreter services, the
      course durations identified below may be subject to change and any
      additional costs shall be borne by
Buyer.

            


    

    


    
      	
            	
              3.1.3

            	
              Buyer
      shall be responsible for all travel and living expenses (including local
      transportation) of Buyer’s personnel incurred in
      connection with the Training
Programs.

            


    

    
    

    
      	
            	
              3.1.4

            	
              The
      Training Programs shall be designed to reflect the model and/or
      configuration of the Aircraft and may include differences training to
      identify such configuration or model.  Manuals or other training
      material which are provided during the Training Programs are updated
      during the actual courses, but exclude revision service once the
      individual training is completed.  Bombardier’s Programs comply
      with FAA requirements and are provided for training purposes
      only.

            


    

    


    
      	
            	
              3.1.5

            	
              Bombardier
      reserves the right to modify the duration of the Training Programs and the
      content of the training material without notification provided that such
      modification does not contravene any regulatory
    requirements.

            


    

    


    
      	
            	
              3.1.6

            	
              The
      Training Programs are designed for candidates who meet the following
      minimum prerequisites:

            


    

    


    
      	
               
      

            	
              Pilots

            


    

    


    
      	
               
      

            	
              (a)

            	
              hold
      airplane asymmetric thrust multi-engine
rating;

            


    

    
      	
               
      

            	
              (b)

            	
              have
      recent multi-crew experience or MCC qualification for TC or FAA approved
      courses;

            


    

    
       

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 16
      of 26

              


      

    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              hold
      valid instrument flight rating;

            


    

    
      	
               
      

            	
              (d)

            	
              hold
      valid medical certificate;

            


    

    
      	
               
      

            	
              (e)

            	
              have
      a functional comprehension of the English
  language;

            


    

    
      	
               
      

            	
              (f)

            	
              captains
      hold current and valid Airline Transport Pilot (ATP) license or equivalent
      (minimum of 2,500 hours recommended);
and

            


    

    
      	
               
      

            	
              (g)

            	
              first
      officers hold current and valid commercial license or equivalent (minimum
      of 1,000 hours recommended).

            


    

    


    
      	
               
      

            	
              Flight
      Attendants

            


    

    


    
      	
               
      

            	
              (a)

            	
              qualified
      flight attendant with previous experience;
or

            


    

    
      	
               
      

            	
              (b)

            	
              hold
      recent flight attendant training course certificate including fire
      fighting training, first aid training, in-flight emergency training,
      safety procedures training and crew communications training;
      and

            


    

    
      	
               
      

            	
              (c)

            	
              have
      a functional comprehension of the English
  language.

            


    

    


    
      	
               
      

            	
              Flight
      Dispatchers

            


    

    


    
      	
               
      

            	
              (a)

            	
              qualified
      flight dispatcher with previous experience;
or

            


    

    
      	
               
      

            	
              (b)

            	
              familiar
      with aircraft performance, weight and balance and flight planning;
      and

            


    

    
      	
               
      

            	
              (c)

            	
              have
      a functional comprehension of the English
  language.

            


    

    


    
      	
               
      

            	
              Maintenance
      Technicians

            


    

    


    
      	
               
      

            	
              (a)

            	
              hold
      a valid Aircraft Maintenance Engineer (AME) license or equivalent, or have
      sufficient knowledge and experience (minimum 3 years experience
      recommended);

            


    

    
      	
               
      

            	
              (b)

            	
              have
      experience with digital data bus communications, glass cockpit and
      built-in test equipment; and

            


    

    
      	
               
      

            	
              (c)

            	
              have
      a functional comprehension of the English
  language.

            


    

    


    
      	
            	
              3.1.7

            	
              Prior
      to commencement of the Training Programs, additional training can be
      arranged for Buyer’s personnel who do not meet the above minimum
      requirements.  Any such additional training shall be provided
      upon terms and conditions to be mutually
agreed.

            


    

    


    
      	
            	
              3.1.8

            	
              Should
      any of Buyer’s personnel who do not meet the above minimum requirements
      require additional assistance during their training, any additional
      training costs or other costs (such as costs for interpreters) shall be
      borne by Buyer.

            


    

    


    
      	
            	
              3.1.9

            	
              A
      training conference shall be held no later than twelve (12) months prior
      to the Scheduled Delivery Quarter or Scheduled Delivery Month, as the case
      may be, of the first Aircraft to Buyer, or as may be otherwise agreed, to
      establish the content and schedule of the Training
    Programs.

            


    

    
      
        
           


        

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 17
      of 26

              


      

    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.2

            	
              Flight
      Crew Training

            


    

    


    
      	
               
      

            	
              3.2.1

            	
              Flight
      Crew Training

            


    

    


    
      	
               
      

            	
              Bombardier
      shall, provide TC or FAA approved pilot initial training, as applicable,
      for [*] licensed multi-engine
      pilots per
      Aircraft up to a maximum total of [*]
  pilots.

            


    

    


    
      	
               
      

            	
              The
      training typically consists of approximately eighty (80) hours of
      instruction, including Web Based Training and/or Computer Based Training
      (“WBT” and/or
      “CBT”), Cockpit
      Procedures Training (“CPT”), Flight Training
      Device (“FTD”)
      training and/or Systems Trainer time, as determined by Bombardier. This
      shall be followed by eight (8) training sessions plus one (1) check ride
      session (for a total of nine (9) sessions) in a TC or FAA or JAA/EASA
      approved Level D full flight simulator for each pilot trained. As a result
      of customary certification constraints at Aircraft entry into service,
      Buyer recognizes and accepts that such simulator shall be an interim Level
      C simulator for a short period of time not exceeding [*] months following the
      Delivery Date of the first
Aircraft.

            


    

    


    
      	
               
      

            	
              Each
      session shall consist of approximately [*] hours in the simulator
      and required briefing/debriefing sessions. Bombardier shall furnish each
      of Buyer’s pilots attending the course with either one (1) copy of the
      Flight Crew Operating Manual or one (1) copy of the Pilot Reference
      Manual, as the case may be.

            


    

    


    
      	
               
      

            	
              Should
      Buyer require on-Aircraft flight training in addition to simulator
      training, such training shall be conducted on Buyer’s Aircraft after the
      Delivery Date for [*] hours for each pilot
      for up to a maximum of [*] of Buyer’s
      pilots.  Bombardier shall provide an instructor pilot at no
      additional charge.  Buyer shall be responsible for the cost of
      fuel, oil, landing fees, taxes, insurance, maintenance and any other
      associated operating expenses required for the Aircraft during such flight
      training.  All such training under Article 3.2.1 shall take
      place at Bombardier’s facilities in Montreal, Canada [*].  During
      such flights, no passengers shall be permitted on-board the Aircraft.
      Buyer’s insurance required for in-flight training shall be, as a minimum,
      as identified in Annex A, Article
3.4.

            


    

     

    
      	
            	
              3.2.2

            	
              Flight
      Attendant Course

            


    

    


    
      	
               
      

            	
              Bombardier
      shall provide a familiarization course for one (1) class with a maximum
      total of [*] of Buyer’s qualified
      flight attendant personnel at an [*].

            


    

    


    This
course shall present general information on the Aircraft and detailed
information on the operation of the passenger safety equipment and emergency
equipment.  Bombardier shall furnish for each participant in this
course one (1) copy of the Flight Attendant Training Guide (without revision
service).  Buyer shall assist Bombardier in the development of the
Flight Attendant Training Guide to incorporate Buyer’s specific equipment and
procedures. Each course shall be for a maximum of [*] training days
duration.  If practical experience is provided using Buyer’s Aircraft,
Buyer shall be responsible for the cost of fuel, oil, taxes, insurance,
maintenance and any other associated expenses required for the Aircraft during
the course.

    
       

      
        
          

        

      

      
        *
Confidential

        * Confidential

        
        

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 18
      of 26

              


      

    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              3.2.3

            	
              Flight
      Dispatcher Course

            


    

    


    Bombardier
shall provide a flight dispatch course for two (2) classes with a maximum total
of [*] of Buyer’s qualified flight
dispatch personnel in each class at an appropriate location in North America
designated by Bombardier.

    


    The
course shall consist of classroom instruction and/or web based training covering
general Aircraft familiarization, coverage of performance, flight planning,
weight and balance and the Minimum Equipment List.  Bombardier shall
furnish for each participant in this course one (1) copy of the Pilot Reference
Manuals (PRM) Volume I (without revision service) or at Bombardier’s discretion
an appropriate training guide.  Each course shall be for a maximum of
[*] training days
duration.

    


    
      	
            	
              3.2.4

            	
              Line
      Maintenance Course

            


    

    


    Bombardier
shall provide line maintenance training for [*] of Buyer’s experienced
technicians, who meet the minimum prerequisites as stated in this Annex A,
Article 3.1.5, per Aircraft up to a maximum total of [*] technicians.

    


    Maintenance
training shall consist of classroom instruction at an appropriate location in
North America designated by Bombardier and/or web based training, supported by
illustrations, desktop simulation, FTD (Flight Training Device), and maintenance
training aids and shall include escorted tours of aircraft production and/or
flight line areas whenever possible.

    


    The
course shall consist of instruction pertaining to the entire Aircraft and its
systems, including detailed systems description, operation, and routine line
maintenance practices (ATA Level 3).  The course material shall be
principally mechanical with electrical and avionics information for overall
systems comprehension. If practical
experience is provided using Buyer’s Aircraft, Buyer shall be responsible for
the cost of fuel, oil, taxes, insurance, maintenance and any other associated
expenses required for the Aircraft during the course.  The course
duration shall be for a maximum of [*] training days.

    


    The
maintenance training shall be designed to meet the requirements of TC for an
Aircraft Maintenance Engineer (AME-M, AME-E), EASA or FAA
equivalent.  The training is also suitable for maintenance
instructors, supervisory personnel and senior maintenance engineers or
mechanics.

    


    Buyer’s
qualified personnel attending Bombardier’s maintenance training courses shall
receive the applicable Maintenance Training Manual (without revision service)
which is used during the training.

    
      
        
           

        

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 19
      of 26

              


      

    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
            	
              3.2.5 

            	
              Avionics
      Maintenance Course (AME-E / B2)

            


    

    


    
      	
               
      

            	
              Bombardier
      shall provide avionics maintenance training for [*] of Buyer’s experienced
      technicians, who meet the minimum prerequisites as stated in this Annex A,
      Article 3.1.5, per Aircraft up to a maximum total of [*]
      technicians.

            


    

    


    The
course shall consist of detailed electrical and avionics systems description,
operation and routine line maintenance practices (ATA Level 3).  The
course material shall be principally electrical and avionic but shall include
mechanical information for overall systems comprehension.  The course
duration shall be for a maximum of [*] training
days.  The course shall consist of classroom instruction at an
appropriate location in North America designated by Bombardier and/or web based
training.

    


    
      	
            	
              3.2.6 

            	
              Engine
      Run Training

            


    

    


    
      	
               
      

            	
              Bombardier
      shall provide engine ground-run training for up to a maximum of [*] of Buyer’s experienced
      technicians, who meet the minimum prerequisites as stated in this Annex A,
      Article 3.1.5.

            


    

    


    The
engine ground-run course shall provide detailed powerplant systems description
including normal/abnormal operation and emergencies using an
FTD.  [*]

    


    
      	
            	
              3.2.7 

            	
              Taxi
      Training

            


    

    


    
      	
               
      

            	
              Bombardier
      shall provide Aircraft taxi training for up to a maximum [*] of Buyer’s experienced
      technicians, who meet the minimum prerequisites as stated in this Annex A,
      Article 3.1.5.

            


    

    


    The taxi
course allows, through the use of a FFS, introduction to Aircraft operation in
the airport or airfield environment.  [*].

    


    
      	
              3.3

            	
              Additional
      / Optional Training Services

            


    

    


    
      	
            	
              3.3.1

            	
              Recurrent
      Pilot Training

            


    

    


    
      	
               
      

            	
              Bombardier
      shall, upon Buyer’s request, provide a proposal for a TC, EASA or FAA
      approved recurrent pilot training course for CSeries type rated
      pilots, customized in content in accordance with Article 3.3.4 to meet the
      recurrent training requirements of Buyer’s
  pilots.

            


    

    


    
      	
            	
              3.3.2

            	
              Course
      Training Material

            


    

    


    Bombardier
shall, upon Buyer’s request, present a proposal to provide training materials
used to conduct the Flight Crew Ground Training course.

    
       

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 20
      of 26

              


      

    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              3.3.3

            	
              General
      Familiarization Course

            


    

    


    
      	
               
      

            	
              Bombardier
      shall, upon Buyer’s request, provide a proposal for a general
      familiarization course via web-based training (Buyer to provide its own
      internet access). The course shall generally describe the Aircraft, the
      systems and the maintenance and support requirements. This course shall be
      primarily designed for Buyer's facilities planning, parts provisioning and
      aircraft management personnel.  The course shall be a self-paced
      program and the approximate duration shall be [*]
  hours.

            


    

    


    
      	
            	
              3.3.4

            	
              Customized
      Training Courses

            


    

    


    
      	
               
      

            	
              Bombardier
      shall, upon Buyer’s request, provide a proposal for customized
      courses to meet customer needs and/or enhance Bombardier’s standard
      courses.

            


    

    


    
      	
            	
              3.3.5

            	
              Vendor
      Training

            


    

    


    Vendor
training may be available on mutually agreed upon terms if requested by Buyer.
Travel and accommodation costs shall be borne by Buyer if the training is
provided at the Vendor’s facility.  Vendor training may address
additional shop maintenance functions such as wheels, brakes and engine shops.
If requested by Buyer, Bombardier shall assist Buyer in arranging such Vendor
training.

    


    
      	
              3.4

            	
              Insurance

            


    

    


    
      	
            	
              3.4.1

            	
              Buyer
      shall at all times during flight training by Bombardier in Buyer’s
      Aircraft and/or the provision of the Start-Up Team Services as described
      in Annex A, Article 1.2 in connection with Buyer’s Aircraft, secure and
      maintain in effect, at its own expense, insurance policies covering such
      Aircraft including without
limitation:

            


    

    


    
      	
               
      

            	
              (a)

            	
              aviation
      liability insurance, including third party liability and liability
      insurance to passengers, crew,  property and
      cargo,  in amounts not less than Three Hundred Million United
      States Dollars ($300,000,000 USD) for any single occurrence;
      and

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      risk aircraft hull and engine insurance for an amount which is the lower
      of fair market value and book
value.

            


    

    


    
      	
            	
              3.4.2

            	
              The
      liability policy shall name Bombardier (and its affiliates) as additional
      insureds.  The hull and liability policies shall contain a full
      waiver of subrogation or set-off or counter-claim or any other deduction
      in favour of additional insureds.  All insurance policies shall
      provide for payments despite any misrepresentations or breach of warranty
      by any person (other than the assured receiving payments) and shall not be
      subject to any offset by any other insurance carried by Bombardier, except
      that Buyer shall not be required to provide insurance with respect to the
      manufacturing, repair and maintenance activities of Bombardier (and of its
      affiliates) and the related potential liability (product or otherwise)
      arising therefrom.

            


    

    
       

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 21
      of 26

              


      

    

       

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.4.3

            	
              The
      policies referred to in Annex A, Article 3.4.1 shall contain
      provisions:

            


    

    


    
      	
               
      

            	
              (i)

            	
              whereby
      such insurance shall be primary without right of contribution from any
      other insurance carried by additional
insureds;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              whereby
      additional insureds shall have no liability for premiums, deductibles or
      commissions with respect to such policies;
and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              whereby
      Buyer’s insurers or insurance brokers shall provide at least [*] calendar days’ written
      notice of lapse, cancellation or material change in coverage to be given
      to additional insureds.

            


    

    


    
      	
               
      

            	
              3.4.4

            	
              Buyer
      shall arrange with Buyer’s insurers or authorized insurance brokers to
      provide written confirmation to Bombardier of the effectivity of such
      insurance by means of an insurance certificate(s), prior to the
      commencement of the flight training and/or Start-Up
      Team Services and [*] days prior to any
      renewal or anniversary taking place during the period in which such flight
      training and/or Services
      is/are to be performed.

            


    

    


    
      ARTICLE
4  -  TECHNICAL DATA

    

    


    
      	
              4.1

            	
              Technical
      Data

            


    

    


    
      
        	
                4.1.1

              	
                Technical
      Data Provided

              


      

    

    


    Bombardier
shall make available to Buyer the technical publications listed in Attachment
“A” hereto (the “Technical
Data”) in digital format, accessible and distributable through the
Bombardier web portal (or for certain items identified in Attachment “A”, in
paper format).

    


    The
Technical Data shall (i) comply with Specification S1000D, as applicable, (ii)
be in the English language, and (iii) provide information on items manufactured
according to Bombardier’s detailed design in those units of measure used in the
Specification or as may otherwise be required to reflect Aircraft
instrumentation.

    


    
      	
              4.1.2

            	
              Additional
      Technical Data

            


    

    


    
      	
               
      

            	
              Any
      additional Technical Data and associated revisions purchased over and
      above those listed herein, shall be subject to the terms and conditions
      specified in Bombardier’s “Manual Status and Price
  List”.

            


    

    


    
      	
              4.2

            	
              Shipment

            


    

    


    
      	
               
      

            	
              All
      Technical Data furnished hereunder shall be delivered to Buyer Free
      Carrier (Incoterms) Bombardier’s designated facilities in North America
      and at a time to be mutually agreed to between Buyer and Bombardier or via
      digital communication means.

            


    

    
      
      

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 22
      of 26

              


      

    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              4.3

            	
              Proprietary
      Technical Data

            


    

    


    
      	
               
      

            	
              It
      is understood and Buyer acknowledges that the Technical Data provided
      herein is proprietary to Bombardier and/or its Vendors. All rights to
      copyright belong to Bombardier and/or its Vendors and the Technical Data
      shall be kept confidential by Buyer to the extent required by
      Article 22 of the Agreement. Buyer agrees to use the Technical Data
      solely to maintain, operate, overhaul or repair its Aircraft only or to
      make installation or alteration(s) thereto allowed by
      Bombardier.

            


    

    


    
      	
               
      

            	
              Except
      as permitted by Article 22 of the Agreement, Technical Data shall not
      be disclosed to third parties or used by Buyer or furnished by Buyer for
      the design or manufacture of any Aircraft or Spare Parts including
      Bombardier Spare Parts or items of equipment, except when manufacture or
      redesign is permitted under the provisions of Annex A, Article 2.5 hereof
      or for the maintenance of the Aircraft and then only to the extent and for
      the purposes expressly permitted herein, and provided further that the
      recipient shall enter into Standard Form Non-Disclosure and Data Licensing
      Agreement. Some components of the Technical Data may be subject to Buyer
      entering into standard form software and data license agreements prior to
      utilization.

            


    

    


    
      	
              4.4 

            	
              Revision
      Service

            


    

    
      .

    

    Bombardier
shall provide Buyer with revision service commencing upon delivery of the first
Technical Data to Buyer for a maximum of [*] years. For each Firm
Aircraft that is terminated by Bombardier due to Buyer’s default in accordance
with the terms and conditions of the Agreement, the term of the revision service
shall be reduced by [*] months. The purchase of any
additional revision services to the foregoing shall be subject to the terms and
conditions specified in Bombardier’s “Manual Status and Price
List”.

    


    
      	
               
      

            	
              4.4.1

            	
              Revisions
      to the Technical Data to reflect the Aircraft configuration at Delivery
      Date shall be provided to Buyer within [*] months following the
      Delivery Date of each of the Aircraft,
  respectively.

            


    

    


    
      	
               
      

            	
              4.4.2

            	
              Provided
      the revision service is being supplied under the terms of this Agreement
      or by subsequent purchase order, Bombardier shall incorporate in the
      applicable documents all applicable Bombardier originated Service
      Bulletins, any Bombardier originated changes and Airworthiness Directives.
      The manuals shall then contain both the original and revised
      configuration.

            


    

    


    
      	
              4.5

            	
              Passenger
      Information Cards

            


    

    


    [*].  For an
additional cost, subject to negotiation, Bombardier shall provide, in
Bombardier’s standard format, laminated passenger information cards in
quantities requested.

    
       

      
        
          

        

      

      
        *
Confidential

        * Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 23
      of 26

              


      

    

       

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.6 

            	
              Vendor
      Manuals

            


    

    


    All
Vendor Technical Data and revisions shall be provided to Buyer either by
Bombardier or directly by Vendors.

    
      
        
           


        

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 24
      of 26

              


      

    

    
    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


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          *
Confidential

           

        

        
          	
                  Annex
      A to Purchase Agreement No. PA-C006

                	
                   Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 25
      of 26

                


        

      

      
      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        	
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    [*]

    
       

      
        
          

        

      

      
        *
Confidential

         

      

      
        	
                Annex
      A to Purchase Agreement No. PA-C006

              	
                 Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 26
      of 26

              


      

    

    
    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    

     

    ANNEX B

     

    WARRANTY AND SERVICE LIFE
POLICY

     

    ARTICLE
1 – DEFINITIONS

     

    In this
Annex B, the following terms and expressions shall have the meaning ascribed
thereto below unless otherwise expressly provided. All other defined terms and
expressions used in this Annex B and defined elsewhere in the Agreement shall
have the meaning ascribed to them in the Agreement.

     

    “Aircraft Illustrated Parts
Catalogue” means the manual containing information for the identification
and requisition of Aircraft replaceable parts and units, as amended from time to
time by Bombardier.

     

    “Bombardier Spare Part(s)”
means any Bombardier spare part, ground support equipment, tool or test
equipment for the Aircraft which is i) manufactured by Bombardier or ii)
manufactured by a third party on behalf of Bombardier where such third party has
been provided a Bombardier drawing by Bombardier for such part, ground support
equipment, tool or test equipment.  For greater certainty, Bombardier
Spare Part(s) do not include any component, equipment, accessory or part that at
the Delivery Date of an Aircraft is/are installed on or incorporated in such
Aircraft.

     

    “Bombardier Warranty” means the
warranty provided by Bombardier to Buyer pursuant to Annex B, Article
2.1.

     

    “Buyer Furnished Equipment”
means items of equipment, if any, that are furnished by Buyer and installed on
the Aircraft by Bombardier.

     

    “Consumables” means any items
which can be used only once, including, without limitation, standard maintenance
consumables such as fuel, oil and other fluids, compounds, and filters, seals
and gaskets (unless stipulated as reusable).

     

    “Flight Hours” means the
measure of time that an Aircraft is in flight from wheels off ground to wheels
on ground.

     

    “Power Plant Part(s)” means:
(i) an engine, and any engine component, equipment or part, including the
nacelle and any accessory or assembly, carrying the power plant manufacturer’s
part number, or (ii) any part furnished by the power plant manufacturer as a
spare part.

     

    “Structural Repair Manual”
means the manual
containing descriptive information for identification and repair of Aircraft
primary and secondary structure.

     

    “Technical Data” shall have the
meaning attributed to it in Annex A, Article 4.1.

     

    “Vendor” means a manufacturer
of a Vendor Part.

    


    
      	
              Annex
      B to Purchase Agreement No. PA-C006

            	
              Bombardier
      ______  Buyer ______

            
	
              Republic
      Airways Holdings Inc.

            	
              Page 1 of
      18

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    “Vendor Part(s)” means any
component, equipment, accessory or part, including a spare part, ground support
equipment, tool and test equipment, for the Aircraft that is not a Warranted
Part, Bombardier Spare Part, Power Plant Part or Buyer Furnished
Equipment.

     

    “Vendor Warranty” means the
warranty provided directly by a Vendor to Buyer in respect of a Vendor
Part.

     

    “Warranted Part” means any
Bombardier component, equipment, accessory or part that at the Delivery Date of
an Aircraft: (a) is installed on or incorporated in such Aircraft and (b) is i)
manufactured by Bombardier or ii) manufactured by a third party on behalf of
Bombardier where such third party has been provided a Bombardier drawing by
Bombardier for such component, equipment, accessory or part.

     

    ARTICLE
2 - BOMBARDIER WARRANTY

     

    This
Annex B sets out the warranty referred to in Article 3 of the Agreement and
Article 2.25 of Annex A of the Agreement.  To the extent such warranty
refers to Bombardier Spare Part(s), such warranty is only applicable to new
Bombardier Spare Part(s) purchased from Bombardier and its
affiliates.

     

    
      	
              2.1

            	
              Warranty

            


    

     

    
      	
            	
              2.1.1

            	
              Subject
      to Annex B, Articles 2.6, 2.7, 3.1 and 3.2, Bombardier warrants that, at
      the Delivery Date of the Aircraft:

            


    

     

    
      	
            	
              2.1.1.1

            	
              the
      Aircraft shall conform to the Specification, except that any matter stated
      in the Specification as a type characteristic, estimate or approximation
      is excluded from this warranty;

            


    

     

    
      	
               
      

            	
              [*]

            	
              the
      Aircraft shall be free from defects caused by the [*]

            


    

     

    
      	
            	
              2.1.1.2

            	
              the
      Warranted Parts shall be free from defects in material or workmanship;
      and

            


    

     

    
      	
            	
              2.1.1.3

            	
              the
      Warranted Parts shall be free from defects in design, including selection
      of materials and the process of manufacture, having regard to the state of
      the art as of the date of such
design.

            


    

     

    
      	
              2.1.2

            	
              Bombardier
      further warrants that, at the time of its delivery to Buyer, the Technical
      Data shall be free from error.

            


    

     

    
      	
              2.1.3

            	
              The
      Bombardier Warranty set forth in Annex B, Article 2.1.1 and 2.1.2 above
      does not apply to Bombardier Spare Parts, Buyer Furnished Equipment, Power
      Plant Parts, Vendor Parts, Consumables or to any corresponding technical
      data.

            


    

     

    
      	
              2.1.4

            	
              Subject
      to Annex B, Articles 2.6, 2.7, 3.1 and 3.2, Bombardier warrants that, at
      the date of delivery to Buyer of the relevant Bombardier Spare
      Part:

            


    

    
       

        
          

        

        
          *
Confidential

           

        

      

      
        	
                Annex
      B to Purchase Agreement No. PA-C006

              	
                Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 2 of
      18

              


      

      
      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        	
              	
                2.1.4.1

              	
                the
      Bombardier Spare Part shall be free from defects in material or
      workmanship; and

              


      

    

     

    
      
        	
              	
                2.1.4.2

              	
                the
      Bombardier Spare Part shall be free from defects in design, including
      selection of materials and the process of manufacture, having regard to
      the state of the art as of the date of such
  design.

              


      

    

     

    
      	
              2.2

            	
              Warranty
      Period

            


    

     

    
      	
              2.2.1

            	
              The
      warranty set forth in Annex B, Article 2.1 shall remain in effect for any
      defect covered by the warranty (a “Defect”) becoming
      apparent during the following periods (individually, the “Warranty
      Period”):

            


    

     

    
      	
               
      

            	
              2.2.1.1

            	
              For
      failure (i) of the Aircraft to comply with the warranty set forth in Annex
      B, Articles 2.1.1.1 or 2.1.1.2, or (ii) of a Warranted Part to comply with
      Annex B, Articles 2.1.1.3 or 2.1.1.4, for [*] months or [*] Flight Hours from the
      Delivery Date of the Aircraft, whichever occurs
  first.

            


    

     

    
      	
               
      

            	
              2.2.1.2

            	
              For
      failure of a Bombardier Spare Part to comply with the warranty set forth
      in Annex B, Articles 2.1.4.1 or 2.1.4.2, for [*] months from the
      delivery to Buyer of such Bombardier Spare Part, or [*] Flight Hours from the
      installation of such Bombardier Spare Part on an aircraft, whichever
      occurs first.

            


    

     

    
      	
               
      

            	
              2.2.1.3

            	
              For
      failure of the Technical Data to comply with the warranty in Annex B,
      Article 2.1.2, for [*] months from the date
      of delivery of the applicable Technical
Data.

            


    

     

    
      	
               
      

            	
              2.2.1.4

            	
              A
      repaired, replacement or reworked part which is the subject of a warranty
      claim approved by Bombardier and installed on or incorporated in an
      Aircraft during the Warranty Period set out in Annex B, Article 2.2.1.1
      shall be warranted under the same terms and conditions as the repaired,
      replaced or reworked Warranted Part for the then unexpired portion of the
      Warranty Period of the repaired, replaced or reworked Warranted Part set
      forth in Annex B, Article 2.2.1.1.

            


    

     

    
      	
              2.3

            	
              Repair,
      Replacement or Rework

            


    

     

    As to
each matter covered by this warranty, Bombardier’s sole obligation and liability
is limited to, at Bombardier’s election, correction by the repair, replacement
or rework of the defective Warranted Part or Bombardier Spare Part, or the
correction of any defective Technical Data.

     

    In the
case of a Defect relating to non-conformance with the Specification, Bombardier
shall correct such Defect in the equipment, item or part in which such Defect
appears, except that Bombardier shall not be obligated to correct any such
Defect which has no material effect on the performance, maintenance, use or
operation of the Aircraft.

    .

    
      
         

          
            

          

          
            *
Confidential

             

          

        

        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 3 of
      18

                


        

           

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    
      	
              2.4

            	
              Warranty
      Administration

            


    

     

    
      	
              2.4.1

            	
              Claim
      Submission

            


    

     

    Bombardier’s
obligations under this Annex B, Article 2 are subject to a warranty claim being
submitted in writing to Bombardier’s designated warranty administrator, through
the on-line submission form, fax or e-mail, or in such additional manner and
form communicated by Bombardier to Buyer in writing from time to
time.

     

    
      	
              2.4.2

            	
              Claim
      Information and Substantiation

            


    

     

    Claims
shall include but not be limited to the following information, to the extent
reasonably ascertainable and relevant, as applicable:

     

    
      	
            	
              2.4.2.1

            	
              the
      identity of the Warranted Part, the Bombardier Spare Part or item
      involved, including the Warranted Part or Bombardier Spare Part number,
      the Bombardier serial number, if applicable, the position on the Aircraft
      according to the Aircraft Illustrated Parts Catalogue and the quantity
      claimed to be defective;

            


    

     

    
      	
            	
              2.4.2.2

            	
              the
      Bombardier serial number of the Aircraft from which the Warranted Part or
      Bombardier Spare Part was removed;

            


    

     

    
      	
            	
              2.4.2.3

            	
              the
      date the claimed Defect became apparent to
  Buyer;

            


    

     

    
      	
            	
              2.4.2.4

            	
              the
      total Flight Hours (and cycles, if applicable) accrued on the Warranted
      Part or Bombardier Spare Part at the time the claimed Defect became
      apparent to Buyer;

            


    

     

    
      	
            	
              2.4.2.5

            	
              a
      description of the claimed Defect, the circumstances pertaining thereto
      and the justifications in support of Buyer assertion that warranty
      coverage applies;

            


    

     

    
      
        	
              	
                2.4.2.6

              	
                in
      the case of a Bombardier Spare Part, the relevant purchase order invoice
      number; and

              


      

    

     

    
      
        	
              	
                2.4.2.7

              	
                If
      Buyer wishes to perform repairs to correct the Defect itself, a request
      for Bombardier’s permission to do
so.

              


      

    

     

    Buyer
shall provide commercially reasonable cooperation to Bombardier in the conduct
of its investigation of a claim and any tests that may be required.


    
      
         

          
            

          

          
            *
Confidential

             

          

        

        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 4 of
      18

                


        

           

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    
      	
              2.4.3

            	
              Bombardier
      Disposition

            


    

     

    Within
[*] calendar days following
receipt by Bombardier of Buyer’s warranty claim for a Defect, if Buyer has
requested permission to perform repairs to correct a Defect, Bombardier shall
give written Notice to Buyer approving or denying such request and if such
request is denied, Bombardier shall advise Buyer how Bombardier wishes to
proceed to correct the Defect by the repair, replacement or rework. If no such
request was made by Buyer, Bombardier shall notify Buyer of Bombardier’s
disposition in accordance with Article 2.4.5 of Annex B. If Bombardier shall
have approved Buyer’s request to perform repairs to correct a Defect, at the
time of such approval, Bombardier shall specify a reasonable estimate for the
labour hours required for the repair or rework of the Defect by Buyer.
Bombardier’s approval for Buyer to correct a Defect in accordance with Annex B,
Article 2.5 shall not constitute a determination as to the existence of a Defect
as described in Annex B, Article 2.1above. If Bombardier had approved Buyer’s
repair of the Defect and Buyer advises Bombardier that Buyer believes such
estimate to be inadequate and Buyer and Bombardier are unable to agree on a
final estimate, Bombardier shall advise Buyer how Bombardier wishes to proceed
regarding the warranty claim to correct the Defect by the repair, replacement or
rework.

     

    
      	
              2.4.4

            	
              Timely
      Correction

            


    

     

    Following
receipt of the defective Warranted Part or Bombardier Spare Part, Bombardier
shall perform the repair, replacement or rework with reasonable care and
dispatch.

     

    
      	
              2.4.5

            	
              Approval,
      Audit and Transportation

            


    

     

    All
warranty claims shall be subject to audit and approval by Bombardier. Bombardier
shall use reasonable efforts to advise Buyer in writing of the disposition of
Buyer’s warranty claim within [*] calendar days following the
receipt of the claim and, if requested, return of the defective Warranted Part
or Bombardier Spare Part to Bombardier’s designated facility. Bombardier shall
notify Buyer of Bombardier’s disposition of each claim.

    


    
      	
               
      

            	
              [*]

            


    

     

    
      
        	
                2.5

              	
                Buyer
      In-House Repair

              


      

    

     

    
      	
              2.5.1

            	
              Authorization

            


    

     

    Upon
approval by Bombardier in accordance with Article 2.4.3 above and subject to
this Article 2.5, Buyer may perform repairs of a Warranted Part or Bombardier
Spare Part in-house: (i) if Buyer can demonstrate that adequate facilities and
qualified personnel are available to Buyer to perform the repair; (ii) if such
repair is performed in accordance with Bombardier’s written instructions or as
stipulated in the Technical Data; and (iii) only to the extent reasonably
necessary to correct the Defect. For clarity, Buyer may only perform such repair
on its own Aircraft in-house using its own facilities and
personnel.

     

    
      	
              2,5,2

            	
              [Intentionally
      Omitted]

            


    

     

    
      	
              2.5.3

            	
              Bombardier
      Rights

            


    

     

    Bombardier
shall have the right to have any Warranted Part or Bombardier Spare Part which
is claimed to be defective returned to Bombardier in accordance with Annex B,
Article 2.4.4, if, in the judgment of Bombardier, the nature of the defect
requires technical investigation. Subject to applicable safety rules, Bombardier
shall further have the right to have a representative present as an observer
during the disassembly, inspection and/or testing of any Warranted Part or
Bombardier Spare Part claimed to be defective. Such representative shall not
interfere with Buyer’s operations or personnel.

    
      
         

          
            

          

          
            *
Confidential

             

          

        

        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 5 of
      18

                


        

           

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    
      	
              2.5.4

            	
              Buyer
      In-House Repair Substantiation

            


    

     

    In
addition to the information required pursuant to Annex B, Article 2.4.2 and, to
the extent reasonably ascertainable, Buyer shall submit to Bombardier all other
information reasonably required by Bombardier, including relevant photographs,
detailed task cards, labour hours, applied labour rates, material consumed,
references to used CMMs and drawing and detailed teardown reports.

     

    
      	
              2.5.5 

            	
              Scrapped
      Material

            


    

     

    Buyer
shall retain: (i) all Warranted Part(s) and Bombardier Spare Part(s) defective
beyond economical repair and (ii) all defective part(s) removed from a Warranted
Part during repair in each case for a period of [*] calendar days after the date
of completion of the repair.  Such parts will either:

     

    
      	
               
      

            	
              (a)

            	
              be
      returned to Bombardier or another location specified by Bombardier, at
      Bombardier’s cost, in accordance with Bombardier’s instructions within
      thirty (30) calendar days of receipt of Bombardier’s request to that
      effect given to Buyer within such [*] day period;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              after
      the expiration of such [*] days period, be
      scrapped or destroyed, in which case Buyer shall provide to Bombardier (i)
      a scrap or destruction tag providing the following information: part
      number, nomenclature, part serial number,  description, aircraft
      serial number the part was removed from, scrap or destruction date and
      (ii) the removed identification plate on a serialized
      component.

            


    

    


    
      	
              2.5.6

            	
              Credit

            


    

    


    
      	
            	
              2.5.6.1

            	
              Buyer’s
      sole remedy, and Bombardier’s sole obligation and liability, in respect of
      Buyer in-house repair in accordance with this Article 2.5 shall be
      Bombardier issuing a credit in an amount to be determined pursuant to
      Annex B, Article 2.5.5 to Buyer’s account applicable against the purchase
      from Bombardier of goods (except aircraft) and services. If the repair or
      rework is performed by Buyer, Bombardier shall credit the account of Buyer
      for the Bombardier estimated labour hours (as finally agreed between Buyer
      and Bombardier if the preceding sentence is applicable) or for Buyer’s
      actual labour hours, whichever is less, for the repair or rework of such
      defective part, excluding any work necessary to gain access to, remove and
      re-install the relevant part(s) on the Aircraft and excluding any costs
      and expenses associated with the repositioning of the relevant Aircraft
      for repairs under the Bombardier Warranty.  Such credit shall be
      based on Buyer’s direct labour rate per man-hour plus burden rate of [*], subject to annual
      review and adjustment of such labour rate as mutually agreed; provided,
      however, that this amount [*] of then current
      Bombardier published selling labour rate, as may be amended from time to
      time.

            


    

    
      
         

          
            

          

          
            *
Confidential

             

          

        

        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 6 of
      18

                


        

            


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    
      	
            	
              2.5.6.2

            	
              No
      credit shall be provided to Buyer under Annex B, Article 2.5.5 if the
      defective Warranted Part or Bombardier Spare Part is, at the request of
      Buyer, otherwise corrected by Bombardier under Annex
  B.

            


    

     

    
      	
              2.6

            	
              Limitations
      and Exclusions

            


    

     

    
      	
              2.6.1

            	
              Bombardier
      shall be relieved of and shall have no obligation or liability under this
      Annex B, Article 2 with respect to a Defect
if:

            


    

     

    
      	
            	
              2.6.1.1

            	
              the
      applicable Aircraft or any of its parts have been altered or modified by
      Buyer without specific written approval from Bombardier or the applicable
      vendor,  unless Buyer furnishes evidence acceptable to
      Bombardier acting reasonably, that such alteration or modification was not
      a cause of the Defect;

            


    

     

    
      	
            	
              2.6.1.2

            	
              the
      applicable Aircraft was operated, maintained or inspected in a manner not
      in accordance with the Technical Data and the manufacturer’s documentation
      furnished to Buyer (including Service Bulletins and Airworthiness
      Directives), unless Buyer furnishes evidence acceptable to Bombardier
      acting reasonably, that such operation, maintenance or inspection was not
      a cause of the Defect;

            


    

     

    
      	
            	
              2.6.1.3

            	
              the
      applicable Aircraft was operated other than under normal airline use, has
      been subjected to misuse, abuse, foreign object damage or accident or as
      been improperly stored or protected against the elements when not in use,
      unless Buyer furnishes evidence acceptable to Bombardier acting
      reasonably, that such operation or event was not a cause of the
      Defect;

            


    

     

    
      	
            	
              2.6.1.4

            	
              an
      installation, repair, alteration or modification to or of the Aircraft,
      the Warranted Part or Bombardier Spare Part made by the Buyer or a third
      party without the prior authorization of Bombardier pursuant to Annex B,
      Article 2.4.3, is the cause or a contributing  cause of the
      Defect;

            


    

     

    
      	
            	
              2.6.1.5

            	
              Buyer
      does not:

            


    

     

    
      	
            	
              (a)

            	
              report
      the Defect in writing to Bombardier’s warranty administrator within thirty
      (30) calendar days following such Defect becoming
  apparent;

            


    

     

    
      
        	
              	
                (b) 

              	
                retain
      the Warranted Part or Bombardier Spare Part claimed to be defective until
      advised by Bombardier to return such part to Bombardier’s designated
      facility in order for Bombardier to finalize its evaluation of the
      warranty claim or to otherwise repair or dispose of such Warranted Part or
      Bombardier Spare Part;

              


      

    

    
    

    
      	
            	
              (c)

            	
              dispatch
      a Warranted Part or Bombardier Spare Part that Buyer has claimed has a
      Defect within [*] Business Days
      following receipt by Buyer of a Material Return Authorization (“MRA”) issued to Buyer by
      Bombardier (which MRA includes the shipping address of Bombardier’s
      designated facility to receive such part) (unless Bombardier shall have
      previously authorized Buyer to repair such
  part);

            


    

    
      
         

          
            

          

          
            *
Confidential

             

          

        

        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 7 of
      18

                


        

        
        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    
      	
            	
              (d)

            	
              submit
      to Bombardier evidence acceptable to Bombardier, acting reasonably, within
      thirty (30) calendar days after reasonable request for such evidence from
      Bombardier, that the Defect is covered by this
  warranty;

            


    

     

    
      	
            	
              (e)

            	
              maintain
      reasonably complete records of operations and maintenance of the Aircraft
      and make such records available to Bombardier as Bombardier may reasonably
      require; or

            


    

     

    
      
        	
              	
                (f)

              	
                allow
      Bombardier reasonable opportunity to be present during the disassembly,
      inspection and testing of the Warranted Part or Bombardier Spare Part
      claimed to be defective or destroys or scraps same otherwise than as
      authorized by this Annex B;
or

              


      

    

     

    
      	
            	
              2.6.1.6

            	
              Buyer
      did not purchase the relevant product, accessory or part from Bombardier
      or one of its affiliates.

            


    

     

    
      	
              2.6.2

            	
              The
      warranty applies only to Aircraft in their original configuration as
      delivered by Bombardier to Buyer or as subsequently modified in accordance
      with Bombardier’s approved Technical Data or other written approval of
      Bombardier.

            


    

     

    
      	
              2.7

            	
              Normal
      Usage

            


    

     

    Normal
wear and tear (including corrosion) and the performance of scheduled
maintenance, inspection and overhaul shall not constitute or indicate a Defect
or failure under this warranty.

     

    
      	
              2.8

            	
              No
      Fault Found

            


    

     

    In the
event that a Warranted Part or Bombardier Spare Part returned to Bombardier
under a warranty claim is subsequently established to be serviceable, Bombardier
shall be entitled to charge and recover from Buyer all reasonable costs incurred
by Bombardier in connection with such warranty claim. In the event the claim is
ultimately confirmed to be a legitimate warranty claim, such costs incurred by
Bombardier and charged to or recovered from Buyer shall be waived or reimbursed,
as the case may be. In the event that repetitive in-service failure occurs
following any corrective action procedures in respect of a particular Warranted
Part or Bombardier Spare Part subsequently identified by Bombardier on a
repeated basis to be “no fault found”, then Bombardier and Buyer shall discuss
and mutually agree on a course of further action to identify the
problem.

     

    
      	
              3.1

            	
              Warranties
      from Vendors

            


    

     

    Bombardier
has made or shall make reasonable efforts to obtain, prior to the delivery of
the first Aircraft, a warranty of a scope and duration similar to those set
forth in Annex B, Article 2.1.1.3, 2.1.1.4 and 2.1.2, or other favorable
warranty from Vendors and the Power Plant Part manufacturer, with respect to
Vendor Parts and Power Plant Parts installed on or incorporated in the Aircraft
at the Delivery Date.  Bombardier confirms to Buyer that on the date
of this Agreement Bombardier has obtained the warranties referred to in
Attachment "B" hereto.

    
      
         
 

        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 8 of
      18

                


        

           

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    Except as
specifically provided under this Annex B, Article 3, Bombardier shall have no
liability or responsibility for any Vendor Parts, Power Plant Parts or Buyer
Furnished Equipment and the warranties for Vendor Parts, Power Plant Parts and
Buyer Furnished Equipment shall be the responsibility of the relevant Vendor or
Power Plant Part manufacturer, and a matter as between Buyer and Vendor or the
Power Plant Part manufacturer. Nothing in this Annex B, Article 3 shall be
construed to add,
vary, modify, restrict, diminish, delete or cancel any warranty provided by
Vendors or the Power Plant Part manufacturer under the applicable
agreements, if Buyer is entitled to the benefit of such
warranty.  

     

    
      	
              3.2

            	
              Vendor
      Warranty Backstop

            


    

     

    Where, in
respect of Vendor Parts installed on the Aircraft at the Delivery Date or
subsequently purchased as spare parts from Bombardier or its authorized
distributor and installed on the Aircraft (for certainty, excluding the Power
Plant Parts), the Vendor is in default in the performance of any obligation
under any applicable warranty obtained by Bombardier from such Vendor pursuant
to Annex B, Article 3.1 above, the warranties and all other terms and conditions
of Annex B, Article 2 shall become applicable in respect of the relevant Vendor
Part as if said Vendor Part had been a Warranted Part (if such Vendor Part was
installed on the Aircraft on the Delivery Date), [*] except that in both cases:
(i) the applicable warranty period shall be the Warranty Period as set forth in
Annex B, Article 2.2 or in the applicable Vendor Warranty, whichever is shorter,
and (ii) all transportation costs associated with the Vendor Part as well as all
labour and material costs to gain access to, remove and re-install the Vendor
Part on the Aircraft together with any costs and expenses associated with the
repositioning of the relevant Aircraft for repairs under the Vendor Warranty
shall be borne by Buyer.  With respect to Vendor Parts warranty
periods starting prior to the delivery of the Aircraft to Buyer, Bombardier
where necessary, shall backstop such warranty period to start upon Buyer’s
receipt of such Aircraft and to continue for the full original period of such
Vendor Parts warranty.

     

    In the
event Bombardier backstops the Vendor Warranty as set forth above, then, at
Bombardier’s request, Buyer shall assign to Bombardier, and Bombardier shall be
subrogated to, all of Buyer’s rights against the relevant Vendor with respect to
and arising by reason of such default and Buyer shall provide reasonable
assistance to enable Bombardier to enforce the rights so assigned.

     

    
      	
              3.3

            	
              Vendor
      Warranty Administration

            


    

     

    
      	
              3.3.1

            	
              Administration Services –
      Warranty Administration
Program

            


    

     

    Upon
enrollment of Buyer as set forth in Annex B, Article 3.3.2, Bombardier shall,
without charge, provide or cause to be provided warranty administration services
to Buyer in connection with Vendor Parts in accordance with the applicable terms
and conditions of the relevant Vendor Warranty (the “Warranty Administration
Program”). Under this Warranty Administration Program, Bombardier shall
provide or cause to be provided to Buyer the following:

    
      
         

          
            

          

          
            *
Confidential

             

          

        

        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 9 of
      18

                


        

           

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    
      	
            	
              3.3.1.1

            	
              Appropriate
      Vendor Warranty claims reporting and processing tools, which Bombardier
      may change from time to time.

            


    

     

    
      	
            	
              3.3.1.2

            	
              An
      initial, preliminary review and analysis of the Vendor Warranty claim
      substantiation and information provided by Buyer to ascertain completeness
      and claim timeliness.

            


    

     

    
      	
            	
              3.3.1.3

            	
              Submit
      Vendor Warranty claim substantiation and information to the relevant
      Vendor for adjudication.

            


    

     

    
      	
            	
              3.3.1.4

            	
              Use
      reasonable efforts to see that Vendors process claims promptly and make or
      cause to be made available to Buyer regular updates on such
      processing.

            


    

     

    
      	
            	
              3.3.1.5

            	
              Perform
      an initial, preliminary review and analysis of Vendor’s claim adjudication
      and contest any claim denial decision of a Vendor where Bombardier deems,
      at its sole discretion, it appropriate in light of the circumstances and
      the terms and conditions of the Vendor Warranty. Should Bombardier decide
      not to contest a claim denial decision, it shall promptly so inform Buyer
      in writing together with reasonable substantiation thereof. Should, in the
      opinion of Bombardier, a detailed technical analysis be required to
      adequately contest a claim denial decision, Bombardier and Buyer shall
      discuss methods and procedures for the investigation and the costs to be
      assumed by Buyer.

            


    

     

    
      	
            	
              3.3.1.6

            	
              As
      applicable and subject to acceptance by Vendor of the claim, promptly
      inform Buyer on the appropriate disposal of the Vendor
    Part.

            


    

     

    
      	
            	
              3.3.1.7

            	
              Use
      reasonable efforts to address interface issues as set forth in Annex B,
      Article 3.4 below.

            


    

     

    
      	
            	
              3.3.1.8

            	
              Oversee
      Vendors in connection with their adjudication of Vendor Warranty, perform
      regular performance reviews of Vendor Warranty administration process and
      take reasonable measures to cause Vendors to take appropriate corrective
      actions required to rectify deficiencies in their warranty
      administration.

            


    

    


    The
specific terms and conditions applicable to the Warranty Administration Program
shall be provided to Buyer no later than [*] months prior to entry into
service of the first CSeries aircraft.

    


    Buyer may
withdraw from the Warranty Administration Program at any time by providing
Bombardier with [*] months written notice
indicating its desire to withdraw.

    
      
         

          
            

          

          
            *
Confidential

             

          

        

        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 10 of
      18

                


        

           


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    All terms
and conditions set forth in the relevant Vendor Warranty shall be applicable,
including, without limitation, those in connection with audit, required
information, cooperation of Buyer, limitations and exclusions.

     

    
      	
              3.3.2

            	
              Enrollment

            


    

     

    Buyer
must fully comply with the following conditions prior to services being provided
under the Warranty Administration Program:

     

    
      	
            	
              3.3.2.1

            	
              No
      later than [*] months prior to the
      scheduled Delivery Month of the first Aircraft, Buyer shall inform
      Bombardier of whether it wishes to be enrolled in the Warranty
      Administration Program.

            


    

     

    
      	
            	
              3.3.2.2

            	
              Enrollment
      in the Warranty Administration Program shall only be permitted for Buyer’s
      entire Aircraft fleet.

            


    

     

    
      	
            	
              3.3.2.3

            	
              Upon
      enrollment and thereafter, all Vendor Warranty claims must be made through
      the Warranty Administration
Program.

            


    

     

    
      
        	
              	
                3.3.2.4 

              	
                Bombardier
      and Buyer shall mutually agree on a suitable plan for the implementation
      of the Warranty Administration Program for
  Buyer.

              


      

    

     

    
      	
            	
              3.3.2.5

            	
              Whether
      Buyer is enrolled in the Warranty Administration Program or not shall not
      be construed to add, vary, modify, restrict, diminish, delete or cancel
      either the Bombardier Warranty or a Vendor Warranty, if Buyer is entitled
      to the benefit of such warranty.

            


    

     

    
      	
              3.3.3

            	
              Termination

            


    

     

    Bombardier
may refuse enrollment in or terminate the participation of Buyer in, as
applicable, the Warranty Administration Program if Buyer is in default under any
material provision of the Agreement.

     

    
      	
              3.3.4

            	
              Conditions,
      Exclusions and Limitations

            


    

     

    In
addition to all terms, conditions, exclusions and limitations that may be set
forth in the applicable Vendor Warranty, the following conditions, exclusions
and limitations shall apply to the Warranty Administration Program.

     

    
      	
            	
              3.3.4.1

            	
              Buyer
      shall furnish to Bombardier all data and information in Buyer’s possession
      relevant to the Vendor Warranty claim at least ten (10) calendar days
      prior to the relevant Vendor Warranty expiry period and shall cooperate
      with Bombardier in the conduct of the claim administration
      process.

            


    

     

    
      	
            	
              3.3.4.2

            	
              Bombardier
      shall not be obligated to provide any services under the Warranty
      Administration Program for claims submitted directly by Buyer to Vendor
      outside of the Warranty Administration
Program.

            


    

    
      
         

          
            

          

          
            *
Confidential

             

          

        

        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 11 of
      18

                


        

           


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    
      	
            	
              3.3.4.3

            	
              The
      Warranty Administration Program applies only to Aircraft in their original
      configuration as delivered by Bombardier to Buyer or as subsequently
      modified in accordance with the Technical Data or other written approval
      of Bombardier.

            


    

     

    
      
        	
              	
                3.3.4.4

              	
                Buyer
      shall maintain sufficient and skilled local personnel within its
      operations in support of the Warranty Administration
    Program.

              


      

    

     

    If Buyer
fails to comply with any of these conditions or should any of these exclusions
or limitations arise with respect to a claim under a Vendor Warranty, Bombardier
shall be released of its obligations under the Warranty Administration Program
with respect to such claim.

     

    
      	
              3.4

            	
              Interface
      Commitment

            


    

     

    In the
event of a dispute in the application of a Vendor Warranty, at Buyer’s request
addressed to Bombardier’s warranty administrator, Bombardier shall, without
charge, conduct an investigation and analysis of any such dispute resulting from
a technical interface problem to determine, if possible, the cause of the
interface problem and then recommend feasible corrective action. Buyer shall
furnish to Bombardier all data and information in Buyer’s possession relevant to
the interface problem and shall cooperate with Bombardier in the conduct of its
investigation and such tests as may be required.  Bombardier, at the
conclusion of its investigation, shall advise Buyer in writing of Bombardier’s
opinion as to the cause of the problem and Bombardier’s recommended corrective
action.

     

    
      ARTICLE
4  -  SERVICE LIFE POLICY

    

     

    
      	
              4.1

            	
              Applicability

            


    

     

    The
Service Life Policy (“SLP”) described in this Annex
B, Article 4 shall apply if fleet-wide, repetitive failures occur in any of the
components listed in Attachment A to this Annex B only (the “SLP Covered Component(s)”), it
being understood that nothing in this Article 4 shall limit Buyer’s rights under
Articles 2 and 3 of this Annex B.

     

    
      	
              4.2

            	
              Term
      and Corrective Action

            


    

     

    Should
fleet–wide, repetitive failures occur in any SLP Covered Component within [*] months, [*] Flight Hours, or [*] flight cycles, whichever
occurs first following the Delivery Date of an    Aircraft
containing such SLP Covered Component, Bombardier shall, as promptly as
practicable and at its option:

     

    
      	
            	
              (c)

            	
              design
      and/or furnish a correction for such failed SLP Covered Component;
      or

            


    

     

    
      	
            	
              (d)

            	
              furnish
      a replacement SLP Covered Component, or part thereof, at the price set
      forth in Annex B, Article 4.3 below (exclusive of standard parts such as
      bearings, bushings, nuts, bolts, consumables and similar low value
      items).

            


    

    
      
         

          
            

          

          
            *
Confidential

             

          

        

        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 12 of
      18

                


        

            


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    For
greater certainty, labour cost for maintenance, restoration and/or corrective
actions are not included under this SLP nor are any costs and expenses
associated with the repositioning of the relevant Aircraft.

     

    
      	
              4.3

            	
              Price
      of a Replacement SLP Covered
Component

            


    

     

    Any SLP
Covered Component, or part thereof, which Bombardier is required to furnish
under this SLP shall be provided at the highest price calculated in accordance
with the following formulae:

    


    
      
        	
                [*]

                [*]

              	
                [*]

              	
                [*]

                [*]

              	
                [*]

              	
                [*]

                [*]

              


      

    

     

    Where:

     

    
      	
               
      

            	
              [*]

            


    

    
      	
               
      

            	
              [*]

            


    

    
      	
               
      

            	
              [*]

            


    

    
      	
               
      

            	
              [*]

            


    

    
      	
               
      

            	
              [*]

            


    

     

    
      	
              4.4

            	
              Conditions,
      Exclusions and Limitations

            


    

     

    
      	
              4.4.1

            	
              The
      following conditions, exclusions and limitations shall apply to the
      SLP:

            


    

     

    
      
        	
              	
                4.4.1.1

              	
                [*]

              


      

    

     

    
      
        	
              	
                4.4.1.2

              	
                Bombardier’s
      obligations under this SLP are conditional upon the submission by Buyer of
      proof reasonably acceptable to Bombardier that the failure is covered
      hereby;

              


      

    

     

    
      
        	
              	
                4.4.1.3

              	
                Buyer
      shall report any failure of a SLP Covered Component in writing to
      Bombardier’s warranty administrator within [*] calendar days after
      such failure becomes evident.  Failure to provide such required
      notice shall excuse Bombardier from all obligations with respect to such
      failure;

              


      

    

     

    
      
        	
              	
                4.4.1.4

              	
                Unless
      expressly addressed in this Article 4.4.1, the provisions of Annex B,
      Article 2.6 (except for Article 2.6.1.5 (a) through (d) inclusively) are
      incorporated into this SLP by this reference and shall apply to
      Bombardier’s obligations under this SLP with respect to any SLP Covered
      Component;

              


      

    

     

    
      
        	
              	
                4.4.1.5

              	
                Buyer
      shall maintain the Aircraft in accordance with the Technical
      Data;

              


      

    

     

    
      
        	
              	
                4.4.1.6

              	
                Bombardier’s
      obligations under this SLP shall not apply to any Aircraft which has not
      been correctly modified in accordance with the Specification or
      instructions contained in the relevant Service Bulletins which are
      furnished to Buyer prior to receipt by Bombardier of any notice from Buyer
      of an occurrence which constitutes a failure in a SLP Covered
      Component.  The provisions of this Article 4.4.1.6 shall not
      apply in the event that Buyer furnishes evidence reasonably acceptable to
      Bombardier that such failure was not caused by Buyer’s failure to so
      modify the Aircraft;

              


      

    

     
  

    
      
        
          
            

          

          
            *
Confidential

             

          

        

        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 13 of
      18

                


        

        
        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    
      
        	
              	
                4.4.1.7

              	
                This
      SLP shall not apply to a failure of a SLP Covered Component if Bombardier
      determines that such failure may not reasonably be expected to occur on a
      fleet-wide and repetitive basis;
and

              


      

    

     

    
      
        	
              	
                4.4.1.8

              	
                This
      SLP shall not apply to a SLP Covered Component where the failure results
      from an accident, abuse, misuse, degradation, negligence or wrongful act
      or omission, unauthorized repair or modification adversely affecting the
      SLP Covered Component, impact or foreign object damage to the SLP Covered
      Component.

              


      

    

     

    
      	
              4.5

            	
              Coverage

            


    

     

    This SLP
is neither a warranty, a performance guarantee nor an agreement to modify the
Aircraft to conform to new developments in design and manufacturing
art.  Bombardier’s sole obligation and liability under this SLP is
only to provide correction instructions to correct a SLP Covered Component, or
to furnish replacement part(s) at a reduced price as provided in this
SLP.

     

    
      ARTICLE
5  -  GENERAL

    

     

    
      	
              5.1

            	
              No
      Duplication

            


    

     

    It is
agreed that Bombardier shall not be obligated to provide to Buyer any remedy
which is a duplicate of any other remedy which has been or is to be provided to
Buyer under any other part of the Agreement, this Annex B, any applicable
in-service support agreement or any agreement with a third party.

     

    
      	
              5.2

            	
              Export
      Control

            


    

     

    Buyer
shall, at all times, comply with all applicable U.S. export and import laws,
regulations and requirements, including but not limited to the U.S. Export
Administration regulations, the International Traffic in Arms Regulations, and
the U.S. Department of Treasury Office of Foreign Assets Control. This
obligation of Buyer shall include but not be limited to applying for any
necessary U.S. export and import licenses, permits or requests, filing any
necessary export or import documentation, and paying any fees and duties
associated with the export from or import into the United States by Buyer of any
Bombardier Spare Parts or Vendor Parts.

     

    
      	
              5.3

            	
              Disclaimer

            


    

     

    BOMBARDIER
SHALL HAVE NO OBLIGATION OR LIABILITY (AT LAW OR IN EQUITY), WHETHER ARISING IN
CONTRACT, UNDER STATUTE, UNDER WARRANTY, IN TORT (INCLUDING ACTIVE, PASSIVE OR
IMPUTED NEGLIGENCE, CONTRIBUTORY NEGLIGENCE, VICARIOUS LIABILITY OR STRICT
PRODUCTS LIABILITY) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, AGGRAVATED OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF
USE, LOSS OF REVENUE OR LOSS OF PROFIT, WITH RESPECT TO:

        
  

    
      
        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 14 of
      18

                


        

        
        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    
      	
               
      

            	
              (i)

            	
              ANY
      DEFECT OR FAILURE IN ANY PRODUCT, PART, DOCUMENT, DATA, SERVICE OR ANY
      OTHER THING DELIVERED OR PROVIDED UNDER THIS
  AGREEMENT;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              ANY
      DELAY IN PERFORMANCE OF OR COMPLETE FAILURE TO PERFORM ITS OBLIGATIONS SET
      FORTH IN THIS ANNEX B FOR ANY REASON WHATSOEVER;
  OR

            


    

     

    
      
        	
              	
                (iii)

              	
                ANY
      FAILURE TO PERFORM ANY OF ITS OTHER OBLIGATIONS UNDER THIS
      AGREEMENT.

              


      

    

     

    NOTHING
IN THIS ARTICLE 5.3 SHALL BE CONSTRUED TO ALTER OBLIGATIONS EXPRESSLY ASSUMED BY
BOMBARDIER IN OTHER PROVISIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
THE PROVISIONS OF THIS ANNEX B.

     

    
      	
              5.4

            	
              The
      terms of this Annex B for delivered Aircraft shall survive any
      termination of the Agreement.

            


    

         

    
      
        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 15 of
      18

                


        

           

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    

    
    

    
      Annex
B - Attachment A

    

     

    
      SLP
COVERED COMPONENTS

    

     

    
      	
              1.

            	
              WING

            


    

     

    
      	
               
      

            	
              a.

            	
              Upper
      and lower wing box composite skins and
  stringers.

            


    

     

    
      	
               
      

            	
              b.

            	
              Front
      and rear composite wing spars.

            


    

     

    
      	
               
      

            	
              c.

            	
              Front
      spar to rear spar metallic wing box
ribs.

            


    

     

    
      	
               
      

            	
              d.

            	
              Main
      landing gear (MLG) Beam.

            


    

     

    
      	
               
      

            	
              e.

            	
              MLG
      actuator support fittings.

            


    

     

    
      	
               
      

            	
              f.

            	
              Wing
      to fuselage attachment structure.

            


    

     

    
      	
               
      

            	
              g.

            	
              Engine
      pylon support fittings.

            


    

     

    
      	
              2.

            	
              FUSELAGE

            


    

     

    
      	
               
      

            	
              a.

            	
              Window
      and windshield frame structure, but excluding the windows and windshield.
      Exterior skins, doublers, circumferential frames but excluding all
      systems, fairings, insulation, lining and decorative clips and
      brackets.

            


    

     

    
      	
               
      

            	
              b.

            	
              Engine
      mount support box structure and machined pylon attachment
      fittings.  Primary structure frames around body openings for
      passenger door, service door, baggage door, avionics door, APU access door
      and emergency exit door.

            


    

     

    
      	
               
      

            	
              c.

            	
              Nose
      landing gear well structure, including wheel well walls, ceiling, forward
      and aft pressure bulkheads, and pressure floor structural components at
      fuselage wing cutout.

            


    

     

    
      	
              3.

            	
              VERTICAL
      STABILIZER

            


    

     

    
      	
               
      

            	
              a.

            	
              Vertical
      stabilizer composite torque box, including composite skin and stringers
      and composite front and rear
spares.

            


    

     

    
      	
               
      

            	
              b.

            	
              Vertical
      stabilizer to aft fuselage attach
fittings.

            


    

     

    
      	
               
      

            	
              c.

            	
              Vertical
      stabilizer torque box ribs.

            


    

     

    
      	
              4.

            	
              HORIZONTAL
      STABILIZER

            


    

     

    
      
        	
              	
                a.

              	
                Horizontal
      stabilizer composite torque including composite skin and stringers and
      composite front and rear
spars.

              


      

    

     

    
      
        	
              	
                b.

              	
                Horizontal
      stabilizer to aft fuselage attach
fittings.

              


      

    

    
      
             

        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 16 of
      18

                


        

           

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    
    

    
      
        	
              	
                c.

              	
                Horizontal
      stabilizer torque box ribs.

              


      

    

     

    
      	
              5.

            	
              ENGINE
      PYLON

            


    

     

    
      
        	
              	
                a.

              	
                Engine
      pylon side, top and bottom skins and
stringers.

              


      

    

     

    
      
        	
              	
                b.

              	
                Engine
      mounts fittings.

              


      

    

     

    
      
        	
              	
                c.

              	
                Engine
      pylon to wing attach
fittings.

              


      

    

           


    
      
        
          	
                  Annex
      B to Purchase Agreement No. PA-C006

                	
                  Bombardier
      ______  Buyer ______

                
	
                  Republic
      Airways Holdings Inc.

                	
                  Page 17 of
      18

                


        

           


      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    

    
    

    Annex
B - Attachment B

    


    [*]

    


    [*]

    
          

        
          

        

        
          *
Confidential

           

        

      

      
        	
                Annex
      B to Purchase Agreement No. PA-C006

              	
                Bombardier
      ______  Buyer ______

              
	
                Republic
      Airways Holdings Inc.

              	
                Page 18 of
      18