Item 1.01 Entry into a Material Definitive Agreement.

On August 13, 2009, Republic Airways Holdings Inc. (the "Company") entered into a Second Amended and Restated Investment Agreement with Frontier Airlines Holdings, Inc. ("Holdings") and Holdings subsidiaries, Frontier Airlines, Inc. and Lynx Aviation, Inc. (the "Agreement"). In the auction process contemplated by the Agreement, the Company was selected as the winning bidder in Frontier's bankruptcy case.

A copy of the Agreement is filed herewith as Exhibit 10.1 and a copy of the Company's press release announcing its selection as the highest and best bidder is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Second Amended and Restated Investment Agreement, dated August 13, 2009, among the Company, Holdings, Frontier Airlines, Inc. and Lynx Aviation, Inc.

99.1 Press Release of the Company.

(All other items on this report are inapplicable.)

---