sc13d.htm

0001341004-09-001736.txt : 20090810 0001341004-09-001736.hdr.sgml : 20090810 20090810135040 ACCESSION NUMBER: 0001341004-09-001736 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090810 DATE AS OF CHANGE: 20090810 GROUP MEMBERS: BONDERMAN DAVID GROUP MEMBERS: COULTER JAMES G SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC AIRWAYS HOLDINGS INC CENTRAL INDEX KEY: 0001159154 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 061449146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79882 FILM NUMBER: 09998923 BUSINESS ADDRESS: STREET 1: 8909 PURDUE ROAD STREET 2: SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 BUSINESS PHONE: 317-484-6000 MAIL ADDRESS: STREET 1: 8909 PURDUE ROAD STREET 2: SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG Advisors V, Inc. CENTRAL INDEX KEY: 0001425876 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D 1 sc13d.htm SCHEDULE 13D sc13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Republic Airways Holdings Inc.

(Name of Issuer)

Common Stock, Par Value $.001 Per Share

(Title of Class of Securities)

760276 10 5

(CUSIP Number)

Clive D. Bode

Vice President

TPG Capital, L.P.

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

(817) 871-4000

Copy to:

Rick C. Madden, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

(213) 687-5000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

July 31, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [__].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 760276 10 5

1.	Names of Reporting Persons. TPG Advisors V, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [__] (b) [__]
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO (see Item 3)
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [__]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,500,000 (see Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,500,000 (see Item 5)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,500,000 (see Item 5)
12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [__]
13.	Percent of Class Represented by Amount in Row 11 7.3%*
14.	Type Of Reporting Person (See Instructions) CO

* The calculation is based on 34,448,683 shares of Issuer Common Stock outstanding as of July 31, 2009, which figure is based on information set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, which was filed with the Securities and Exchange Commission on August 6, 2009.

CUSIP No. 760276 10 5

1.	Names of Reporting Persons. David Bonderman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [__] (b) [__]
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO (see Item 3)
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [__]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,500,000 (see Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,500,000 (see Item 5)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,500,000 (see Item 5)
12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [__]
13.	Percent of Class Represented by Amount in Row 11 7.3%*
14.	Type Of Reporting Person (See Instructions) IN

CUSIP No. 760276 10 5

1.	Names of Reporting Persons. James G. Coulter
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [__] (b) [__]
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO (see Item 3)
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [__]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,500,000 (see Item 5)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,500,000 (see Item 5)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,500,000 (see Item 5)
12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [__]
13.	Percent of Class Represented by Amount in Row 11 7.3%*
14.	Type Of Reporting Person (See Instructions) IN

Item 1. Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to the shares of common stock, par value $.001 per share (“Issuer Common Stock”), of Republic Airways Holdings Inc., a Delaware corporation (“Republic” or the “Issuer”). The address of the principal executive office of the Issuer is 8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268.

Item 2. Identity and Background

This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): TPG Advisors V, Inc., a Delaware corporation (“Advisors V”), David Bonderman and James G. Coulter. The business address of each of the Reporting Persons is 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

The principal business of Advisors V is serving as the sole ultimate general partner of related entities (including the TPG Midwest US V, LLC, a Delaware limited liability company (“TPG Midwest US”) and TPG Midwest International V, LLC, a Delaware limited liability company (“TPG Midwest International” and, together with TPG Midwest US, the “TPG Funds”)) engaged in making investments in securities of public and private companies.

Advisors V is the sole managing member of TPG Midwest US, and Advisors V is the sole general partner of TPG GenPar V, L.P., a Delaware limited partnership (“TPG GenPar V”), which in turn is the sole managing member of TPG Midwest International. Through the TPG Funds, and as described in greater detail in Item 5, the Reporting Persons may be deemed to beneficially own the 2,500,000 shares of Issuer Common Stock reported herein.

The present principal occupation of David Bonderman is Chairman of the Board and President of Advisors V and other affiliated entities.

The present principal occupation of James G. Coulter is director and Vice President of Advisors V and other affiliated entities.

The name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of Advisors V are listed on Schedule I hereto.

Each of David Bonderman, James G. Coulter and the individuals referred to on Schedule I hereto is a United States citizen.

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto.

During the past five years, none of the Reporting Persons (or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I hereto) (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to the Investment Agreement, dated as of June 23, 2009 (the “Investment Agreement”) by and among TPG Midwest US, TPG Midwest International and Republic, on July 31, 2009 (the “Closing Date”), the TPG Funds assigned to Republic all of their rights and obligations in their capacities as “Lenders” under the Amended and Restated Senior Secured Credit Agreement (the “Credit Agreement”), dated as of September 3, 2008, among Midwest Airlines, Inc., a Wisconsin corporation (“Midwest”),

Midwest Air Group, a Wisconsin corporation, each of the subsidiaries of Midwest from time to time party thereto, each of the Purchasers, the Company, Wells Fargo Bank Northwest, National Association, as administrative agent and as collateral agent, as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of October 28, 2008, Amendment No. 2 to Amended and Restated Credit Agreement, dated as of January 28, 2009 and Amendment No. 3 to Amended and Restated Credit Agreement, dated as of June 2, 2009, and as further amended, modified or supplemented from time to time, in exchange for (a) a specified amount of cash paid by Republic; and (b) a convertible note issued by Republic, substantially in the form of Annex A to the Investment Agreement, having a principal amount of $25 million and a five-year maturity and convertible by the TPG Funds in whole or in part, from time to time, prior to maturity into 2,500,000 shares of Issuer Common Stock, subject to adjustment in certain circumstances (the “Convertible Note”).

The transactions contemplated by the Investment Agreement did not require the payment of any cash consideration by the Reporting Persons to acquire the Convertible Note.

References to and descriptions of the Investment Agreement and the Convertible Note set forth above in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the full text of such documents which are attached as Exhibit 2 hereto and incorporated herein by this reference.

Item 4. Purpose of Transaction

The information set forth in Item 3 is incorporated herein by this reference.

Convertible Note

In connection with the Investment Agreement, on the Closing Date, Republic issued to the TPG Funds the Convertible Note. The Convertible Note is convertible by the TPG Funds in whole or part, from time to time, prior to maturity into 2,500,000 shares of Issuer Common Stock, subject to adjustment in certain circumstances.

Composition of Republic’s Board of Directors

Under the terms of the Investment Agreement, so long as the TPG Funds and their affiliates in the aggregate beneficially hold at least 50% of the principal amount of the Convertible Note or beneficially own at least 50% of shares of Issuer Common Stock issuable upon conversion of the Convertible Note (the “Conversion Shares”), the TPG Funds have the collective right to designate one person for nomination for election to the Board of Directors of Republic.

Registration Rights Agreement

In connection with the Investment Agreement, Republic and the TPG Funds entered into a Registration Rights Agreement, dated as of July 31, 2009 (the “Registration Rights Agreement”). The Registration Rights Agreement provides that Republic will prepare and file or cause to be prepared and filed with the Securities and Exchange Commission (the “SEC”), on or before the first anniversary of the Closing Date (the “Filing Deadline Date”), a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”) registering the resale from time to time by the TPG Funds and their respective assigns of Registrable Securities (as defined below), which registration statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by the holders in accordance with the methods of distribution elected by the holders. Republic has agreed to use its reasonable best efforts to cause the registration statement to be declared effective under the Securities Act, on or before the date that is one-hundred and twenty (120) days after the Filing Deadline Date, and to keep the registration statement continuously effective under the Securities Act until the date that all Registrable Securities have ceased to be Registrable Securities.

“Registrable Securities” means the Conversion Shares and any securities into or for which such Conversion Shares have been converted or exchanged or into which the Convertible Note may be converted, and any security issued with respect thereto upon any stock dividend, split or similar event until, in the case of any such security, the earliest of: (A) the date on which such security has been registered under the Securities Act and disposed of pursuant to an effective registration statement; (B) the date on which such security may be sold or transferred by the Holder thereof under Rule 144 under the Securities Act without any volume restrictions; and (C) the date on which such security ceases to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise).

References to and descriptions of the Investment Agreement, the Convertible Note and the Registration Rights Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of such documents which are attached as Exhibits 2 and 3 hereto and incorporated herein by this reference.

The Reporting Persons may seek to dispose all or part of the Convertible Note or the shares of Issuer Common Stock that may be issued to the TPG Funds upon conversion (including, without limitation, distributing some or all of such shares to such Reporting Person’s members, partners, stockholders or beneficiaries, as applicable) from time to time, subject to market conditions and other investment considerations.

In addition to the foregoing, each Reporting Person, at any time and from time to time may directly or indirectly acquire additional shares of Issuer Common Stock or associated rights or securities exercisable for or convertible into Issuer Common Stock, depending upon an ongoing evaluation of its investment in Issuer Common Stock and securities exercisable for or convertible into Issuer Common Stock, applicable legal restrictions, prevailing market conditions, liquidity requirements of such Reporting Person and/or other investment considerations.

In addition, the Reporting Persons may engage in discussions with management, the Board of Directors of Republic, other stockholders of Republic and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of Republic.

As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of Republic as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of Republic or disposing securities of Republic; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving Republic or any of its subsidiaries; selling or transferring a material amount of assets of Republic or any of its subsidiaries; changing the present Board of Directors or management of Republic, including changing the number or term of directors or filling any existing vacancies on Republic’s Board of Directors; materially changing the present capitalization or dividend policy of Republic; materially changing Republic’s business or corporate structure; changing Republic’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of Republic by any person; causing a class of securities of Republic to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of Republic to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; and taking any action similar to any of those enumerated above.

Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed on Schedule I hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by this reference.

(a) The following disclosure assumes that there are 34,448,683 shares of Issuer Common Stock outstanding as of July 31, 2009, which figure is based on information set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, which was filed with the Securities and Exchange Commission on August 6, 2009.

(b) Pursuant to Rule 13d-3 under the Act, through the TPG Funds, the Reporting Persons may be deemed to beneficially own 2,500,000 shares of Issuer Common Stock issuable upon the conversion of the Convertible Note owned by the TPG Funds, which number of shares shall be subject to adjustment in certain circumstances. On an as-converted basis, the 2,500,000 shares of Issuer Common Stock, as of July 31, 2009, constituted approximately 7.3% of the outstanding shares of Issuer Common Stock.

As described in greater detail in Item 2 above, through their respective affiliation with the TPG Funds, each of the Reporting Persons may be deemed to beneficially own any shares of Issuer Common Stock issuable upon conversion of the Convertible Note owned by the TPG Funds.

(c) Except as set forth in this Item 5, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed on Schedule I hereto, has engaged in any transaction during the past 60 days involving any shares of Issuer Common Stock.

(d) Other than the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares Issuer Common Stock referred to in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 3 and 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit Number	Description of Exhibits
1.	Agreement of Joint Filing, as required by Rule 13d-1(k)(1) under the Act, dated as of July 3, 2008, by and among TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors IV, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors II, Inc., Tarrant Advisors, Inc., Tarrant Capital Advisors, Inc., TPG Asia Advisors II, Inc., TPG Asia Advisors V, Inc., TPG Olympic Advisors, Inc., David Bonderman and James G. Coulter.
2.	Investment Agreement, dated as of June 23, 2009, by and among TPG Midwest US V, LLC, TPG Midwest International V, LLC and Republic Airways Holdings Inc., including the form of the Convertible Note attached as Annex A thereto (incorporated by reference to Exhibit 10.62(g) to Republic’s Current Report on Form 8-K, filed on June 24, 2009).
3.	Registration Rights Agreement, dated as of July 31, 2009, by and among TPG Midwest US V, LLC, TPG Midwest International V, LLC and Republic Airways Holdings Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: August 10, 2009

	TPG ADVISORS V, INC.


	By:	/s/ Clive D. Bode
	Name:	Clive D. Bode
	Title:	Vice President

	David Bonderman


	By:	/s/ Clive D. Bode
		Clive D. Bode, on behalf of David Bonderman (1)

	James G. Coulter


	By:	/s/ Clive D. Bode
		Clive D. Bode, on behalf of James G. Coulter (2)

(1)	Clive D. Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated August 31, 2006, which was previously filed with the SEC as an exhibit to a Form 4 (SEC File No.: 001−32875) filed by Mr. Bonderman on March 1, 2007.
(2)	Clive D. Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated August 31, 2006, which was previously filed with the SEC as an exhibit to a Form 4 (SEC File No.: 001−32927) filed by Mr. Coulter on March 1, 2007.

SCHEDULE I

The names of the directors and the names and titles of the executive officers of Advisors V and their principal occupations are set forth below. Each occupation set forth opposite an individual’s name refers to Advisors V, and each individual is a United States citizen.

Name	Position	Address
David Bonderman	Chairman of the Board, President	301 Commerce Street Suite 3300 Fort Worth, TX 76102
James G. Coulter	Director, Vice President	301 Commerce Street Suite 3300 Fort Worth, TX 76102
John E. Viola	Vice President, Treasurer	301 Commerce Street Suite 3300 Fort Worth, TX 76102
Clive D. Bode	Vice President, Secretary	301 Commerce Street Suite 3300 Fort Worth, TX 76102
Jonathan J. Coslet	Vice President	301 Commerce Street Suite 3300 Fort Worth, TX 76102
David Reintjes	Chief Compliance Officer, Assistant Secretary	301 Commerce Street Suite 3300 Fort Worth, TX 76102
G. Douglas Puckett	Assistant Treasurer	301 Commerce Street Suite 3300 Fort Worth, TX 76102
Steven A. Willmann	Assistant Treasurer	301 Commerce Street Suite 3300 Fort Worth, TX 76102

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibits
1.	Agreement of Joint Filing, as required by Rule 13d-1(k)(1) under the Act, dated as of July 3, 2008, by and among TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors IV, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors II, Inc., Tarrant Advisors, Inc., Tarrant Capital Advisors, Inc., TPG Asia Advisors II, Inc., TPG Asia Advisors V, Inc., TPG Olympic Advisors, Inc., David Bonderman and James G. Coulter.
2.	Investment Agreement, dated as of June 23, 2009, by and among TPG Midwest US V, LLC, TPG Midwest International V, LLC and Republic Airways Holdings Inc., including the form of the Convertible Note attached as Annex A thereto (incorporated by reference to Exhibit 10.62(g) to Republic’s Current Report on Form 8-K, filed on June 24, 2009).
3.	Registration Rights Agreement, dated as of July 31, 2009, by and among TPG Midwest US V, LLC, TPG Midwest International V, LLC and Republic Airways Holdings Inc.

EX-99 2 ex1.htm EXHIBIT 1 - AGREEMENT OF JOINT FILING ex1.htm

Exhibit 1

AGREEMENT OF JOINT FILING

This joint filing agreement (this “Agreement”) is made and entered into as of this 3rd day of July 2008, by and among TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors IV, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors II, Inc., Tarrant Advisors, Inc., Tarrant Capital Advisors, Inc., TPG Asia Advisors II, Inc., TPG Asia Advisors V, Inc., TPG Olympic Advisors, Inc., David Bonderman and James G. Coulter.

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Dated: July 3rd, 2008

	TPG Advisors II, Inc.


	By:	/s/ Clive D. Bode
	Name:	Clive D. Bode
	Title:	Vice President


	TPG Advisors III, Inc.


	By:	/s/ Clive D. Bode
	Name:	Clive D. Bode
	Title:	Vice President


	TPG Advisors IV, Inc.


	By:	/s/ Clive D. Bode
	Name:	Clive D. Bode
	Title:	Vice President


	TPG Advisors V, Inc.


	By:	/s/ Clive D. Bode
	Name:	Clive D. Bode
	Title:	Vice President



	TPG Advisors VI, Inc.


	By:	/s/ Clive D. Bode
	Name:	Clive D. Bode
	Title:	Vice President


	T3 Advisors II, Inc.


	By:	/s/ Clive D. Bode
	Name:	Clive D. Bode
	Title:	Vice President


	Tarrant Advisors, Inc.


	By:	/s/ Clive D. Bode
	Name:	Clive D. Bode
	Title:	Vice President


	Tarrant Capital Advisors, Inc.


	By:	/s/ Clive D. Bode
	Name:	Clive D. Bode
	Title:	Vice President


	TPG Asia Advisors II, Inc.


	By:	/s/ Clive D. Bode
	Name:	Clive D. Bode
	Title:	Vice President


	TPG Asia Advisors V, Inc.


	By:	/s/ Clive D. Bode
	Name:	Clive D. Bode
	Title:	Vice President


	TPG Olympic Advisors, Inc.


	By:	/s/ Clive D. Bode
	Name:	Clive D. Bode
	Title:	Vice President



	By:	/s/ David Bonderman
	Name:	David Bonderman


	By:	/s/ James G. Coulter
	Name:	James G. Coulter

EX-99 3 ex3.htm EXHIBIT 3 - REGISTRATION RIGHTS AGREEMENT ex3.htm

Exhibit 3

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made as of July 31, 2009, by and among TPG Mdiwest US V, LLC and TPG Midwest International V, LLC (each, a “TPG Entity” and, together the “TPG Entities”), and Republic Airways Holdings Inc., a Delaware corporation (the “Company”).

WHEREAS, this Agreement is being entered into to further set forth the rights and obligations of the parties pursuant to Section 4.2(a) of the Investment Agreement, dated of June 23, 2009, by and among the TPG Entities and the Company (the “Investment Agreement”).

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

1.1 For purposes of this Agreement:

(a) “Conversion Shares” has the meaning set forth in the Convertible Note.

(b) “Convertible Note” means the convertible note, dated as of the date hereof, issued by the Company to the TPG Entities, having a principal amount of Twenty-Five Million Dollars ($25,000,000).

(d) “Rule 144”, “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

(e) “Registrable Securities” means the Conversion Shares and any securities into or for which such Conversion Shares have been converted or exchanged or into which the Convertible Note may be converted, and any security issued with respect thereto upon any stock dividend, split or similar event until, in the case of any such security, the earliest of: (i) the date on which such security has been registered under the Securities Act and disposed of pursuant to an effective registration statement; (ii) the date on which such security may be sold or transferred by the Holder thereof under Rule 144 under the Securities Act without any volume restrictions; and (iii) the date on which such security ceases to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise).

(f) “Securities Act” means the Securities Act of 1933, as amended.

SECTION 2. REGISTRATION

2.1 Registration Rights. The Company shall prepare and file or cause to be prepared and filed with the Securities and Exchange Commission (the “SEC”), on or before the first anniversary of July 31, 2009 (the “Filing Deadline Date”), a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders of Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by the Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement.

The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or before the date that is one-hundred and twenty (120) days after the Filing Deadline Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act (including using its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof and as promptly as is practicable amending the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of such order suspending the effectiveness thereof, or filing and using its reasonable best efforts to cause to become effective as promptly as is practicable after such filing, an additional Shelf Registration Statement covering all of the Registrable Securities) until the date that all Registrable Securities have ceased to be Registrable Securities (the “Effectiveness Period”). At the time the Initial Shelf Registration Statement is declared effective, each Holder shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement. The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as necessary to name a Holder as a selling securityholder.

2.2 Expenses of Registration. All expenses incurred in connection with any Shelf Registration Statement or registered offering covering the Registrable Securities, including without limitation, reasonable legal fees of counsel selected by the Company, reasonable accounting fees, registration filing fees and additional listing fees, will be borne collectively by each Holder named as selling securityholder, pro rata based on the number of Registrable Securities registered by such Holder.

2.3 Obligations of the Company. In connection with any Shelf Registration Statement, the Company shall:

(a) Furnish to the Holders and any underwriters, upon written request of such Holders and underwriters, as applicable, such number of copies of the applicable registration statement and each such amendment and supplement thereto and of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned or to be distributed by them.

(b) Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such U.S. jurisdictions as shall be reasonably requested by the Holders or any managing underwriter(s), to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary to enable such seller to consummate the disposition in such jurisdictions of the securities owned by such Holder; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(c) Give written notice to the Holders requesting registration of Registrable Securities or whose securities are covered by such registration statement: (i) when any registration statement filed pursuant to Section 2.1 or any amendment thereto has been filed with the SEC and when such registration statement or any post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to any registration statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order

suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Common Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the happening of any event as a result of which the applicable prospectus, as then in effect, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading (which notice, in the case of this clause (v), shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made).

(d) Upon the occurrence of any event contemplated by Section 2.3(c)(v), promptly prepare a post-effective amendment to such registration statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to the Holders and any underwriters, the prospectus and the registration statement will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. If the Company notifies the Holders in accordance with Section 2.3(c)(v) to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Holders and any underwriters shall suspend use of such prospectus. The total number of days that any such suspension may be in effect in any 180 day period shall not exceed 60 days.

(e) Use reasonable best efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders or any managing underwriter(s), and cooperate with the Holders to facilitate the timely delivery of Registrable Securities to be sold, which shall not bear any restrictive legends, and to enable such Registrable Securities to be issued in such denominations and registered in such names as the Holders may reasonably request at least two business days prior to the closing of any sale of Registrable Securities.

(f) Enter into an underwriting agreement in customary form, scope and substance and take all such other actions reasonably requested by the managing underwriter(s), if any, and customary for an underwritten offering to expedite or facilitate the underwritten disposition of such Registrable Securities.

(g) So long as shares of Common Stock are listed on the Nasdaq Global Market System or listed or quoted on any other securities exchange or market, at its expense, list or cause to have quoted thereon, the Registrable Securities.

(h) If requested by Holders of a majority of the Registrable Securities being registered and/or sold in connection therewith, or the managing underwriter(s), if any, as soon as reasonably practicable include in a prospectus supplement or amendment such information as the Holders of a majority of the Registrable Securities being registered and/or sold in connection therewith or managing underwriter(s), if any, as reasonably required to be included therein in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such amendment as soon as practicable after the Company has received such request.

SECTION 3. INDEMNIFICATION

3.1 The Company agrees to indemnify each Holder and each person, if any, that controls a Holder within the meaning of the Securities Act, and their respective officers, directors, general or limited

partners, members, shareholders, employees, agents, representatives and Affiliates, and each person who participates as an underwriter in an underwritten offering of Registrable Securities and each person that controls such underwriter within the meaning of the Securities Act (each, a “Holder Indemnitee”), against any and all losses, claims, damages, actions, liabilities, costs and expenses (including without limitation reasonable fees, expenses and disbursements of attorneys and other professionals incurred in connection with investigating, defending, settling, compromising or paying any such losses, claims, damages, actions, liabilities, costs and expenses) (collectively, “Losses”), arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any registration statement, any preliminary prospectus or final prospectus or any amendments or supplements thereto or any documents incorporated therein by reference or contained in any free writing prospectus (as such term is defined in Rule 405) prepared by the Company or authorized by it in writing for use by such Holder (or any amendment or supplement thereto), or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any amendment or supplement thereto, in light of the circumstances under which they were made) not misleading; provided, that the Company shall not be liable to such Holder Indemnitee in any such case to the extent that any such Loss results from an untrue statement or omission made in such registration statement, any such preliminary prospectus or final prospectus or any such amendments or supplements thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Holder Indemnitee expressly for use in connection with such registration statement, any such preliminary prospectus or final prospectus or any such amendments or supplements thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Indemnitee and shall survive the transfer of Registrable Securities by any seller.

3.2 Each Holder, severally and not jointly, agrees to indemnify the Company, each person, if any, that controls the Company within the meaning of the Securities Act, and their respective officers, directors, general or limited partners, members, shareholders, employees, agents, representatives and Affiliates, and each person who participates as an underwriter in an underwritten offering of Registrable Securities and each person that controls such underwriter within the meaning of the Securities Act (each, a “Company Indemnitee”), against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any registration statement, any preliminary prospectus or final prospectus or any amendments or supplements thereto or any documents incorporated therein by reference or contained in any free writing prospectus (as such term is defined in Rule 405) prepared by the Company or authorized by it in writing for use by such Holder (or any amendment or supplement thereto), or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any amendment or supplement thereto, in light of the circumstances under which they were made) not misleading, to the extent that the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such Company Indemnitee expressly for use in connection with such registration statement, any such preliminary prospectus or final prospectus or any such amendments or supplements thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Company Indemnitee and shall survive the transfer of Registrable Securities by any seller.

3.3 Promptly after receipt by any person of any notice of any loss, claim, damage, action, liability, costs of expenses in respect of which indemnity may be sought pursuant to Section 3.1 or Section 3.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, damage, action, liability, costs of expenses; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the

Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if based upon advice of the Indemnified Party’s counsel, a conflict of interest may exist between the Indemnified Party and the Indemnifying Party with respect to such claim or action, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons, with the fees and expenses of such counsel to be paid by such Indemnifying Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

3.4 If for any reason the indemnification provided for in Section 3.1 or Section 3.2 is unavailable to the Indemnified Party with respect to any Losses contemplated by Section 3.1 and Section 3.2 or is insufficient to hold the Indemnified Party harmless as contemplated by Section 3.1 or Section 3.2, as the case may be, then the Indemnifying Party shall contribute to the amount paid or payable by the indemnified party as result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party, as well as any other relevant equitable considerations. The relative fault of the Indemnified Party, on the one hand, and of the Indemnifying Party, on the other hand, shall be determined by reference to, among other factors, whether the untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by the Holder Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; the Company and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 3.4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 3.4. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provisions of this Section 3 to the contrary, each Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such Holder.

SECTION 4. MISCELLANEOUS

4.1 Notices. Unless otherwise provided, any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by facsimile or electronic mail, or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed as follows (or at such other address for a party as shall be specified by like notice):

(a) if to a Holder of Registrable Securities, initially at the address set forth below such Holder's signature page hereto and thereafter at such other address as may be designated from time to time by notice given in accordance with the provisions of this Section 4.1.

(b) in the case of the Company, to:

Republic Airways Holdings Inc.

8909 Purdue Road, Suite 300

Indianapolis, IN 46268

Attention: President

Telephone No.: (317) 484-6047

Facsimile No.: (317) 484-4547

with a copy to:

Fulbright & Jaworski L.L.P.

666 Fifth Avenue

New York, New York 10103

Attention: Gregg J. Berman

Telephone No.: (212) 318-3388

Facsimile No.: (212) 318-3400

4.2 Amendment of Investment Agreement. Each of the parties hereto hereby consents to the amendment of the Investment Agreement such that Section 4.2 of the Investment Agreement is replaced with this Agreement. Except as and to the extent expressly modified by this Agreement, the Investment Agreement shall remain in full force and effect in all respects.

4.3 Entire Agreement. This Agreement and all other documents required to be delivered pursuant hereto constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior documents, agreements and understandings, both written and verbal, among the parties with respect to the subject matter hereof and the transactions contemplated hereby.

4.4 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, then, if possible, such illegal, invalid or unenforceable provision will be modified to such extent as is necessary to comply with such present or future laws and such modification shall not affect any other provision hereof; provided that if such provision may not be so modified such illegality, invalidity or unenforceability will not affect any other provision, but this Agreement will be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.

4.5 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. The rights of each Holder under this Agreement may be assigned by any of the Holders, in whole or in part, to any transferee or assignee of Registrable Securities; provided, however, the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the number and type of Registrable Securities that are being assigned.

4.6 Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless (a) with respect to a particular offering hereunder, the Company has obtained the written consent of Holders of a majority of the Registrable Securities included in such offering or (b) in any other event, the Company has obtained the written consent of Holders of a majority of the Registrable Securities then outstanding.

4.7 Governing Law. The terms of this Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Law and Rule 327(b) of the New York Civil Practice Law and Rules. Any action against the Company or any Holder,

including any action for provisional or conservatory measures or action to enforce any judgment entered by any court in respect of any thereof, may be brought in any federal or state court of competent jurisdiction located in the Borough of Manhattan in the State of New York, and each of the Company and each Holder irrevocably consents to the jurisdiction and venue in the United States District Court for the Southern District of New York and in the courts hearing appeals therefrom unless no federal subject matter jurisdiction exists, in which event, each of the Company and each Holder irrevocably consents to jurisdiction and venue in the Supreme Court of the State of New York, New York County, and in the courts hearing appeals therefrom. Each of the Company and each Holder hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Agreement, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable law, that the suit, action or proceeding in any such court is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Note, or the subject matter hereof or thereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fetter or delay the levy, execution or collection of any amount to which such person is entitled pursuant to the final judgment of any court having jurisdiction. Each of the Company and each Holder expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America. EACH OF THE COMPANY AND EACH HOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.8 Injunctive Relief. The Company agrees that the Holders’ remedies at law in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Agreement are not and will not be adequate to the fullest extent permitted by law, and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise without the Holders having to prove actual damage or post any bond or other security.

4.9 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to each of the other parties, it being understood that all parties need not sign the same counterpart.

[signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written.

TPG MIDWEST US V, LLC
By: TPG Advisors V, Inc.
Its: Managing Member


By:	/s/ Clive Bode
	Name:	Clive Bode
	Title:	Vice President


TPG MIDWEST INTERNATIONAL V, LLC
By: TPG GenPar V, L.P.
Its: Managing Member
By: TPG Advisors V, Inc.
Its: General Partner


By:	/s/ Clive Bode
	Name:	Clive Bode
	Title:	Vice President


Address:

c/o TPG Capital, L.P.
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
Attention: Clive Bode
Telephone No.: (817) 871-4651
Facsimile No.: (817) 871-4010

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
Attention: Nicholas P. Saggese and Rick C. Madden
Telephone No.: (213) 687-5550 and (213) 687-5379
Facsimile No.: (213) 621-5550 and (213) 621-5379

[Signature Page to Registration Rights Agreement]

TPG MIDWEST US V, LLC


By:	/s/ Bryan K. Bedford
	Name:	Bryan K. Bedford
	Title:	President and Chief Executive Officer

[Signature Page to Registration Rights Agreement]