Summary of REPUBLIC AIRWAYS HOLDINGS INC

Item 1.01 Material Agreements.

On January 24, 2013, Republic Airline Inc. (the "Republic"), a subsidiary of Republic Airways Holdings Inc. (the "Company"), announced that it had reached an agreement with American Airlines, Inc. ("American") to operate 53 Embraer E175 aircraft (the "Aircraft") under the American Eagle brand with service to start in June, 2013. The Aircraft, which will seat 76 passengers in a two-class cabin, are expected to be phased into operation at approximately two to three Aircraft per month beginning in mid-2013 through the first quarter of 2015. The Capacity Purchase Agreement between Republic and American was entered into on January 23, 2013 (the " American Agreement"). The American Agreement is subject to approval by the Bankruptcy Court in the American bankruptcy proceedings.

Pursuant to the terms of the American Agreement, Republic must provide all of the capacity of the Aircraft solely to American and American must purchase such capacity for the period agreed upon for each individual Aircraft (including, potential bonuses and penalties beginning October 1, 2013 which are calculated pursuant to the American Agreement) at prices agreed upon through December 31, 2013 which are to be adjusted annually beginning January 1, 2014. Republic and American also agreed to indemnify each other against certain losses described in the American Agreement. The American Agreement also includes provisions regarding aircraft cleanliness and interior design standards, codeshare arrangements, non-revenue pass travel, ground handling responsibilities, gates and passenger-related terminal facilities, spare aircraft requirements, cross-licensing of trademarks, catering standards, operating constraints, quality of service requirements, ticket handling requirements, insurance requirements and fuel efficiency. The Company entered into a guarantee of Republic's obligations under the American Agreement.

The American Agreement will terminate on the twelfth (12th) anniversary of the implementation date of the last covered Aircraft, unless sooner terminated by American or Republic for breach of the American Agreement or due to a force majeure event or bankruptcy, or if American terminates following a change of control of Republic or the Company or upon occurrence of another event permitting termination by American as specified in the American Agreement.

Also on January 23, 2013, Republic entered into an Amended and Restated Purchase Agreement COM 0190-10 (the "Embraer Agreement") with Embraer S.A. (formerly known as Embraer-Empresa Brasileira de Aeronautica S.A.) ("Embraer") to reschedule four undelivered firm aircraft, exercise 18 conditional aircraft and 24 option aircraft, purchase 47 new option aircraft with delivery positions exercisable beginning in 2015, and lease a previously owned Embraer E175 jet aircraft for the prices and pursuant to the payment schedule set forth in the Embraer Agreement. In addition, Republic will acquire five previously owned E175's from a third party. The Embraer Agreement will become effective on March 5, 2013 or on such earlier date as Republic shall specify in a written notice to Embraer at least two business days in advance. Embraer agreed to indemnify Republic against certain losses described in the Embraer Agreement and the Company entered into a guarantee of Republic's obligations under the Embraer Agreement. The Embraer Agreement also includes provisions regarding delivery of the aircraft, certification requirements, storage charges, inspections, quality control, aircraft standards, product support and option exercise rights. The Embraer Agreement is terminable by Republic or Embraer for breach or by Republic for an excusable or non-excusable delay or due to the Bankruptcy Court not approving the American Agreement.