THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Republic Airways Holdings Inc. (RJET)

4/28/2006 Proxy Information

Employees of Wexford Capital LLC (“Wexford Capital”) provide certain administrative functions to the Company, including legal services and assistance with financing transactions. The Company paid Wexford Capital $257,000, $226,000 and $975,000 for these services for the years ended December 31, 2003, 2004 and 2005.

During the fourth quarter of 2001, the Company decided to exit the turboprop business, return its entire fleet of Saab 340 aircraft and dispose of related inventory and equipment. New leases (between the lessor and Shuttle America) were obtained for 21 aircraft, of which leases for three aircraft expired in January 2004. The Company remains liable if Shuttle America defaults with respect to the remaining leases. The Company recorded impairment losses and accrued aircraft return cost of $2.8, and $1.4 million in 2003 and 2004, respectively. In 2005, we reversed a $4.2 million reserve after all the Saab turboprop aircraft were returned to lessors and all liabilities were settled.

On May 6, 2005, we entered into a note payable with WexAir LLC for the purchase of Shuttle America Corporation LLC. The note was repaid in November 2005.

On March 14, 2005, we announced that along with Wexford Capital LLC, we reached an agreement with US Airways Group, Inc. and US Airways, Inc. (“US Airways”) on an investment agreement which includes provisions for the affirmation of an amended Chautauqua Airlines Jet Service Agreement; a potential new jet services agreement with a subsidiary of the Company for the operation of Embraer 170 and 190 aircraft; a conditional $125 million equity commitment and up to $110 million in asset related financing. For Wexford Capital’s assistance in structuring the investment agreement, we agreed to pay Wexford Capital LLC $500,000 upon US Airway’s emergence from bankruptcy as well as the payment of Wexford Capital’s expenses, including the payment of up to approximately $850,000 to an unrelated third party consultant retained by us and Wexford Capital.

Wexford Capital has advised the Company that it and the investment funds it manages will not enter into any transaction with the Company unless the transaction is approved by the disinterested members of the Company’s Board of Directors.

The Company’s by-laws provide that any interested party transaction involving Wexford Capital, any of its affiliates and the Company, shall be approved by a majority of the Company’s directors not otherwise affiliated with Wexford Capital or any of its affiliates.

7/11/2005 Proxy Information

In May 1998, WexAir LLC, a limited liability company formed by several investment funds managed by Wexford Capital LLC (“Wexford Capital”), purchased all of the Company’s outstanding capital stock, for an aggregate purchase price of $8,133,000, and loaned the Company $12,000,000. The Company used these proceeds to purchase Chautauqua Airlines, Inc., one of our operating subsidiaries, for a purchase price of $20,133,000 (including expenses). The Company made a payment of $2,800,000 on the loan in April 2004, which payment consisted of $1,400,000 for principal and $1,400,000 for accrued interest. The Company used a portion of the proceeds from its initial public offering to repay the remainder of the loan from WexAir LLC.

In April 2004, Chautauqua sold a demand note receivable from an affiliated company to Imprimis Investors LLC, a member of WexAir LLC, for approximately $2,400,000, which was equal to the net carrying value of such note.

During the fourth quarter of 2001, the Company decided to exit the turboprop business, return its entire fleet of Saab 340 aircraft and dispose of related inventory and equipment. New leases (between the lessor and Shuttle America) were obtained for 21 aircraft, of which leases for three aircraft expired in January 2004. The Company remains liable if Shuttle America defaults with respect to the remaining leases. The Company recorded impairment losses and accrued aircraft return cost of $8.1, $3.8 and $10.2 million in 2001, 2002 and 2003, respectively. As of December 31, 2004, the Company maintained a reserve of $6.0 million with respect to such losses, which the Company believes is adequate to cover its exposure for additional losses.

On May 6, 2005, we entered into a Stock Purchase Agreement with Shuttle America Corporation (“Shuttle America”) and Shuttle Acquisition LLC (“Shuttle LLC”), an affiliate of Wexford Capital, pursuant to which we purchased all of the issued and outstanding common stock of Shuttle America from Shuttle LLC. The total consideration for the transaction was paid pursuant to a promissory note in the aggregate principal amount of $1,000,000 payable by the Company to Shuttle LLC and assumption of less than $1,000,000 of debt of Shuttle America.

On March 14, 2005, we announced that along with Wexford Capital LLC, we reached an agreement with US Airways Group, Inc. and US Airways, Inc. (“US Airways”) on an investment agreement which includes provisions for the affirmation of an amended Chautauqua Airlines Jet Service Agreement; a potential new jet services agreement with a subsidiary of the Company for the operation of Embraer 170 and 190 aircraft; a conditional $125 million equity commitment and up to $110 million in asset related financing. For Wexford Capital’s assistance in structuring the investment agreement, we agreed to pay Wexford Capital LLC $500,000 upon US Airway’s emergence from bankruptcy as well as the payment of Wexford Capital’s expenses, including the payment of up to approximately $850,000 to an unrelated third party consultant retained by us and Wexford Capital.

Employees of Wexford Capital provide certain administrative functions to the Company, including legal services and assistance with financing transactions. The Company paid Wexford Capital $327,000, $257,000 and $226,000 for these services for the years ended December 31, 2002, 2003 and 2004.

Wexford Capital has advised the Company that it and the investment funds it manages will not enter into any transaction with the Company unless the transaction is approved by the disinterested members of the Company’s Board of Directors.

The Company’s by-laws provide that any interested party transaction involving Wexford Capital, any of its affiliates and the Company, shall be approved by a majority of the Company’s directors not otherwise affiliated with Wexford Capital or any of its affiliates.

5/20/2004 S-1 Information

Arrangements with Solitair Corp.

In July 1999, Chautauqua entered into an agreement with Solitair Corp., a wholly-owned subsidiary of Solitair Kapital AB. Solitair Kapital AB is controlled by Solitair Intressenter AB, a wholly-owned subsidiary of Wexford Solitair Corp. Wexford Solitair Corp. is an affiliate of WexAir LLC, our majority stockholder. Pursuant to the agreement, Chautauqua agreed to purchase Embraer regional jets from Solitair which had contracts to purchase such jets from Embraer. Solitair was required to sell the firm aircraft to Chautauqua. Through December 31, 2002, the cost to us per aircraft was equal to the purchase price paid by Solitair, including Solitair's expenses related to the purchase of the aircraft, plus up to $500,000. This amount was later decreased to $440,000 per aircraft. As of December 31, 2002, Chautauqua issued notes to Solitair totaling approximately $3,500,000 relating to these expenses. These notes were repaid in April 2003 with accrued interest.

Subsequently, Solitair agreed to assign its option to purchase 20 aircraft from Embraer to us, and we issued a subordinated promissory note payable to Solitair in principal amount plus accrued interest equal to approximately $782,000, which amount was repaid in full in January 2003. We now have an agreement with Embraer to purchase aircraft directly from Embraer.

Transactions with Wexford Capital LLC

In May 1998, WexAir LLC, a limited liability company formed by several investment funds managed by Wexford Capital LLC, purchased all of our outstanding capital stock, for an aggregate purchase price of $8,133,000, and loaned us $12,000,000. We used these proceeds to purchase Chautauqua for a purchase price of $20,133,000 (including expenses). The note for the Chautauqua purchase price, which currently bears interest at the annual rate of 7.5% compounded semi-annually, currently matures on June 13, 2004. In April 2004, we made a payment of $2,800,000, which payment consisted of $1,400,000 for principal and $1,400,000 for accrued interest. We intend to use a portion of the proceeds of this offering to repay the loan from WexAir LLC. See "Use of Proceeds."

In July 1999, Imprimis Investors LLC ("Imprimis"), one of the members of our majority stockholder, loaned Chautauqua $1,000,000 for working capital purposes. In April 2000, Imprimis loaned Chautauqua an additional $1,500,000 for working capital purposes. These loans were evidenced by a note that bore interest at a rate of 7.5% per annum and were due on demand. In May 2000, Chautauqua issued to Imprimis 10.295828 shares of Chautauqua's Series A preferred stock in payment of principal and accrued interest on the note, which totaled $2,573,950. In May 2000, Chautauqua sold to Imprimis an additional six shares of Chautauqua's Series A preferred stock for an aggregate purchase price of $1,500,000. Chautauqua used the proceeds from the sale of the preferred stock for working capital. The preferred stock was redeemed in full on September 30, 2003.

In April 2004, Chautauqua sold a demand note receivable from an affiliated company to Imprimis for approximately $2,400,000 which was equal to the net carrying value of such note.

Employees of Wexford Capital provide certain administrative functions to us, including legal services and assistance with financing transactions. We paid Wexford Capital $132,000, $327,000 and $257,000 for these services for the years ended December 31, 2001, 2002 and 2003.

During the fourth quarter of 2001, we decided to exit the turboprop business, return our entire fleet of Saab 340 aircraft and dispose of related inventory and equipment. New leases (between the lessor and Shuttle America) have been obtained for 21 aircraft, of which leases for three aircraft expired in January 2004. We remain liable if Shuttle America defaults with respect to the remaining leases. We recorded impairment losses and accrued aircraft return cost of $8.1, $3.8 and $10.2 million in 2001, 2002 and 2003, respectively. As of December 31, 2003, if Shuttle America defaults, we could incur additional charges of (i) up to $2.9 million through the remaining terms of the leases and (ii) up to $3.5 million relating to our guarantee of a maintenance contract. These amounts were reduced to $1.2 million and $2.3 million, respectively, as of March 31, 2004, and will be reduced to $0 and $1.1 million, respectively, as of June 30, 2004.

Wexford Capital has advised us that following the closing of the offering it and the investment funds it manages will not enter into any transaction with us unless the transaction is approved by the disinterested members of our board of directors.

Our by-laws provide that any interested party transaction involving Wexford Capital, any of its affiliates and us, shall be approved by a majority of our directors not otherwise affiliated with Wexford Capital or any of its affiliates.