Item 1.01 Entry into a Material Definitive Agreement

On May 14, 2012, Republic Airways Holdings Inc. (the "Company") announced that its wholly-owned subsidiary Republic Airline Inc. ("Republic") had reached a tentative agreement with Continental Airlines, Inc. to operate 32 Q400 aircraft under the United Express brand. The eight year agreement includes the four Q400 aircraft that Republic currently operates under pro-rate service in Denver for Frontier Airlines, Inc. plus 28 additional aircraft Colgan Air is rejecting in its Chapter 11 reorganization. The agreement is contingent on completing negotiations and reaching binding agreements with aircraft lessors and maintenance providers, which is expected to occur during the second quarter of 2012. The agreement is expected become effective in the third quarter of 2012.

A copy of the Company's press release, dated May 14, 2012, announcing the agreement is filed herewith as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Republic Airways Holdings Inc. dated May 14, 2012

(All other items on this report are inapplicable.)