8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2006

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

	Delaware
	(State or other jurisdiction of incorporation)
0-44697		06-1449146
(Commission File Number)		(IRS Employer Identification No.)

8909 Purdue Road

Suite 300

Indianapolis, IN 46268

(Address of principal executive offices) (Zip Code)

 Registrant’s telephone number, including area code (317) 484-6000

None.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

Agreement with Continental Airlines, Inc.

On July 21, 2006, Republic Airways Holdings Inc. (the “Company”), Continental Airlines, Inc. (“Continental”) and Chautauqua Airlines, Inc., a wholly owned subsidiary of the Company (“Chautauqua”), entered into a Capacity Purchase Agreement (the “Capacity Agreement”) pursuant to which Chautauqua will operate 44 50 seat ERJ-145 regional jets in the Continental Express operation (the “Aircraft”). Under the Capacity Agreement, Continental will purchase all the capacity from the Aircraft at predetermined rates. The Capacity Agreement will become effective as of the date when the first Aircraft is placed into service and will expire upon the exit date of the last Aircraft pursuant to the Capacity Agreement, subject to extension by Continental under certain conditions for up to five additional years. The first Aircraft is expected to be placed into service in January 2007, and the last Aircraft by July, 2007.

Agreements with US Airways, Inc.

On July 21, 2006, the Company amended the Jet Service Agreement by and between US Airways, Inc. and Chautauqua, dated April 26, 2005 (the “Chautauqua Agreement”). The amendment, among other things, removes 20 aircraft from service under the Chautauqua Agreement.

On July 24, 2006, the Company also amended the Jet Service Agreement by and between US Airways, Inc. and Republic Airline, Inc. dated September 2, 2005 (the “Republic Agreement”). The amendment, among other things, provides for the addition of 30 Embraer 86 seat Embraer 175 aircraft to be placed into service under the terms of the Republic Agreement as US Airways Express. The new Embraer 175 aircraft will replace 20 existing 50 seat Embraer 145s operated for US Airways Express by Chautauqua and will transition to Continental under the Capacity Agreement during the first half of 2007. The amended Republic Agreement will have a term of twelve years.

A copy of the press release of the Company dated July 21, 2006 announcing that Chautauqua was chosen by Continental to operate the Aircraft in their Continental Express operation is filed herewith as Exhibit 99.1, and a copy of the press release of the Company dated July 24, 2006 announcing the Company’s expanded partnership with US Airways is filed herewith as Exhibit 99.2.

Item 1.02Termination of a Material Definitive Agreement.

On April 18, 2006, the Company, Continental and Chautauqua entered into a Capacity Purchase Agreement (the “April CPA”) pursuant to which Chautauqua would operate up to 69 ERJ-145 regional jets in the Continental Express operation (the “April Aircraft”), should Continental’s existing RJ provider return the April Aircraft to Continental. Under the April CPA, Continental would purchase all the capacity from the April Aircraft at predetermined rates. The April CPA was to become effective as of the date when the first April Aircraft would be placed into service and was to expire on December 31, 2016, subject to early termination after five years at Continental’s sole discretion. After entering into the April CPA, the Company learned that Continental’s then existing RJ provider would retain the April Aircraft and not return them to Continental. Consequently, the April CPA was determined by the Company to not be material to it.

As a condition to the entry into the Capacity Agreement, the parties thereto agreed that the April CPA and each of the Ancillary Agreements (as defined therein) would terminate as of the effective date of the Capacity Agreement and, other than with respect to the confidentiality provisions of Section 10.07 of the April CPA, be of no further force or effect. The parties to the Capacity Agreement constitute all the parties to the April CPA.

Item 8.01Other Events

The description of the termination of the April CPA contained in Item 1.02 above is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

99.1 Press Release of Republic Airways Holdings Inc. issued on July 21, 2006.

99.2 Press Release of Republic Airways Holdings Inc. issued on July 24, 2006.

(All other items on this report are inapplicable.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REPUBLIC AIRWAYS HOLDINGS INC.
Date: July 25, 2006	By:	/s/ Robert H. Cooper
		Name: Robert H. cooper
		Title: Executive Vice President and Chief Financial Officer

EX-99.1

 EXHIBIT 99.1

 For Immediate release:

 Contact: Warren R. Wilkinson

 Republic Airways Holdings

 317-484-6042

CHAUTAUQUA AIRLINES SELECTED BY

CONTINENTAL AIRLINES TO OPERATE 44 REGIONAL JETS

Indianapolis, Indiana, (July 21, 2006) - Republic Airways Holdings (NASDAQ/NM: RJET), today announced today that its Chautauqua Airlines subsidiary was selected by Continental Airlines (NYSE: CAL) to provide and operate 44 50-seat regional jets as a Continental Express carrier beginning in January 2007. Continental will continue to schedule and market all of its Continental Express regional jet service.

“We are very pleased to be joining the Continental team and look forward to an expanding relationship. We appreciate the confidence that Continental Airlines has placed with us by awarding Chautauqua this contract,” said Bryan Bedford, Chairman, President and CEO of Republic Airways, “We look forward to providing excellent service to Continental and its customers.”

“In selecting Chautauqua, we’ve identified a regional operator that can uphold our high standards for reliable, quality service, while delivering that service at competitive rates,” said Continental Chairman and CEO Larry Kellner.

Key commercial terms of the agreement include:

1.   Continental will purchase all capacity at predetermined rates and industry standard pass-through costs.

2.   The first aircraft is expected to be placed into service in January 2007 and the last aircraft in July 2007.

3.   Aircraft will be operated under the agreement on terms that vary from two years to five years. Under certain conditions Continental may extend the term on the aircraft up to five additional years.

4.   All aircraft covered by the agreement will be leased by Chautauqua from third party lessors.

5.   All fuel will be purchased directly by Continental and will not be charged back to Chautauqua.

6.   The agreement replaces the previous agreement between Continental and Republic dated April 18, 2006.

Republic Airways Holdings, based in Indianapolis, Indiana is an airline holding company that owns Chautauqua Airlines, Republic Airlines and Shuttle America. The airlines currently offer scheduled passenger service on approximately 1,000 flights daily to 89 cities in 35 states, Canada, Mexico and the Bahamas through airline services agreements with four major U.S. airlines. All of the airlines’ flights are operated under their major airline partner brand, such as AmericanConnection, Delta Connection, United Express and US Airways Express. The airlines currently employ over 3,300 aviation professionals and operate 166 regional jet aircraft including 71 E170 aircraft.

In addition to historical information, this release contains forward-looking statements. Republic Airways may, from time-to-time, make written or oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements encompass Republic Airways’ beliefs, expectations, hopes or intentions regarding future events. Words such as "expects," "intends," "believes," "anticipates," "should," "likely" and similar expressions identify forward-looking statements. All forward-looking statements included in this release are made as of the date hereof and are based on information available to Republic Airways as of such date. Republic Airways assumes no obligation to update any forward-looking statement. Actual results may vary, and may vary materially, from those anticipated, estimated, projected or expected for a number of reasons, including, among others, the risks discussed in our Form 10-K and our other filings made with the Securities and Exchange Commission, which discussions are incorporated into this release by reference.

EX-99.2

 EXHIBIT 99.2

  For Immediate release:

 Contact: Warren R. Wilkinson

 Republic Airways Holdings

 317-484-6042

REPUBLIC AIRWAYS AND US AIRWAYS EXPAND PARTNERSHIP

WITH THE ADDITION OF 30 EMBRAER 175 AIRCRAFT

Indianapolis, Indiana, (July 24, 2006) - Republic Airways Holdings (NASDAQ/NM: RJET), the parent company of Republic Airlines, today announced that its Republic Airlines subsidiary has signed an amendment to its jet services agreement with US Airways(NYSE: LCC) which calls for Republic to operate thirty 86-seat Embraer 175 aircraft as US Airways Express. These aircraft are in addition to the twenty-eight 72-seat Embraer 170 aircraft currently in service. The new Embraer 175s will replace 20 existing 50-seat Embraer 145s operated for US Airways Express by Republic Airways Holdings’ Chautauqua Airlines subsidiary. The remaining 10 Embraer 175 deliveries will either replace other retiring regional aircraft or be used for possible growth in 2008.

“We are very pleased to expand our relationship with US Airways with the addition of these 30 Embraer 175 regional jets,” said Bryan Bedford, Chairman, President and CEO of Republic Airways Holdings. “Our company has an excellent tradition of delivering safe, reliable and cost effective service to our customers and airline partners. We are especially excited to be the first US airline to operate the new 86-seat Embraer 175 regional aircraft. The Embraer E-Jets family continues to set high standards for airline service in North America. Passengers love this aircraft for its spacious interior design and in particular the absence of a middle seat.”

US Airways Executive Vice President Sales and Marketing Scott Kirby said, “Both Republic and Embraer offer an exceptional product and we’re pleased to expand our current partnership with both companies. The comfort of the Embraer 175 aircraft is important to our customers and the economics of the aircraft make good business sense.”

Key commercial terms of the agreement include:

1.   US Airways will continue to purchase all capacity for the Republic and Chautauqua aircraft at predetermined rates and industry standard pass-through costs.

2.   US Airways will continue to provide Republic and Chautauqua fuel at no cost.

3.   The Embraer 175 agreement has a term of twelve years.

4.   The first Embraer 175 aircraft is expected to be placed into service in January 2007 and the last aircraft in July 2008.

5.   The twenty 50-seat ERJ 145 aircraft to be removed from US Airways Express service will transition to Continental under Chautauqua’s recently announced service agreement with Continental Airlines. This transition is expected to occur during the first half of 2007.

Republic Airways has also reached an agreement with Embraer for the purchase of thirty 86-seat Embraer 175 aircraft for its Republic Airlines operation. These 30 Embraer 175 aircraft were originally options available to US Airways which were transferred to Republic. This brings the total number of E-Jets delivered or on order for Republic Airways to 106 firm and 75 options.

Republic Airways through its airline subsidiaries is the third largest operator of Embraer aircraft worldwide. The Embraer 175 aircraft will be operated in an 86-seat, single class configuration.

About Republic Airways Holdings

Republic Airways Holdings, based in Indianapolis, Indiana is an airline holding company that owns Chautauqua Airlines, Republic Airlines and Shuttle America. The airlines offer scheduled passenger service on approximately 1,000 flights daily to 89 cities in 35 states, Canada, Mexico and the Bahamas through airline services agreements with five major U.S. airlines. All of the airlines’ flights are operated under their major airline partner brand, such as AmericanConnection, Delta Connection, United Express and US Airways Express. The company’s Chautauqua Airlines operation will introduce new service on behalf of Continental Airlines in January 2007. The airlines currently employ over 3,300 aviation professionals and operate 166 regional jet aircraft including 71 Embraer 170 aircraft.

About US Airways

US Airways and America West’s recent merger creates the fifth largest domestic airline employing nearly 35,000 aviation professionals.  US Airways, US Airways Shuttle and US Airways Express operate approximately 3,800 flights per day and serve more than 230 communities in the U.S., Canada, Europe, the Caribbean and Latin America.  US Airways is a member of Star Alliance, which provides connections for our customers to 842 destinations in 152 countries worldwide. This press release and additional information on US Airways can be found at www.usairways.com.

Additional Information

In addition to historical information, this release contains forward-looking statements. Republic Airways may, from time-to-time, make written or oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements encompass Republic Airways’ beliefs, expectations, hopes or intentions regarding future events. Words such as "expects," "intends," "believes," "anticipates," "should," "likely" and similar expressions identify forward-looking statements. All forward-looking statements included in this release are made as of the date hereof and are based on information available to Republic Airways as of such date. Republic Airways assumes no obligation to update any forward-looking statement. Actual results may vary, and may vary materially, from those anticipated, estimated, projected or expected for a number of reasons, including, among others, the risks discussed in our Form 10-K and our other filings made with the Securities and Exchange Commission, which discussions are incorporated into this release by reference.