<PAGE>


                                                                    EXHIBIT 10.9

RACC
[AMENDED AND RESTATED] PROMISSORY NOTE

                      RAYTHEON AIRCRAFT CREDIT CORPORATION

                                   ----------

1. Promise to Pay. FOR VALUE RECEIVED, the undersigned (hereinafter referred to
as "Debtor") hereby absolutely and unconditionally promises to pay to the order
of Raytheon Aircraft Credit Corporation, at 10511 East Central, Wichita, Kansas
67206 (together with its successor and assigns hereinafter referred to as
"RACC"), in lawful money of the United States of America and in immediately
available funds, the principal sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS
($2,500,000), together with interest on the principal amount outstanding
hereunder from the date hereof as specified below, until paid in full. All
payments made pursuant to this Promissory Note will be made free and clear of,
and without deduction for, withholding, setoff, recoupment or counterclaim of
any kind.

2. Rate of Interest; Late Payment Charge. Debtor agrees to pay to RACC interest
on the unpaid principal balance hereunder, as follows:

          A.   The rate of interest of this Promissory Note shall be LIBOR plus
               three hundred seventy five (375) basis points per annum. "LIBOR"
               shall mean the rate of interest determined by RACC at which
               Dollar deposits for ninety (90) days are offered based on
               information provided in The Wall Street Journal on the second
               business day prior to the date of the issuance of this Promissory
               Note or the first day of January, April, July and October, as
               applicable, provided, however, that if the rate described above
               does not appear in The Wall Street Journal on any applicable
               interest determination date, LIBOR shall be the rate determined
               by RACC in good faith based on the offered rates for deposits in
               Dollars for ninety (90) days that are then offered by major banks
               in the London interbank market. LIBOR shall be adjusted on the
               first business day of each calendar quarter to reflect any
               increase or decrease in LIBOR as of that date.

          B.   On each Calculation Date (as defined in Schedule 1 attached
               hereto), the rate of interest of this Promissory Note shall be
               adjusted, if necessary, to LIBOR plus the Applicable Percentage
               as defined in Schedule 1.

          C.   Notwithstanding the foregoing Clauses A and B, while an Event of
               Default (as defined in Section 13) is continuing, the principal
               outstanding hereunder and, to the extent permitted by applicable
               law, any overdue interest or other amounts payable hereunder
               shall bear interest (compounded monthly and payable on demand in
               respect of overdue amounts) at a rate per annum which is LIBOR
               plus six hundred (600) basis points (the "Default Interest Rate")
               until such Event of Default has been cured or waived in writing
               by RACC (after as well as before judgment).

All interest shall be calculated on the basis of a 360-day year and actual days
outstanding. Notwithstanding anything set forth in this Promissory Note to the
contrary, in no event shall the rate of interest payable pursuant to this
Section 2 be higher than the maximum amount permitted under applicable law.

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3. Payment Schedule. Payment of the principal balance together with accrued
interest shall be made in 120 consecutive monthly installments payable in
arrears. The first installment payment shall be due and payable to RACC on
January 15, 2002. Each subsequent installment payment shall be due and payable
to RACC on the fifteenth day of each month thereafter, until December 15, 2012,
when the entire remaining balance of principal and interest shall be paid in
full. The amount of each installment payment will be $25,500, with the amount to
be adjusted quarterly based on changes in the underlying interest rate.
Notwithstanding the foregoing, in the event of loss, theft, confiscation or
substantial damage to the Aircraft, Debtor shall pay all amounts owing under
this Promissory Note within thirty (30) days following demand by RACC.

4. Taxes. All payments (whether of principal, interest or otherwise) made by
Debtor to RACC pursuant to this Promissory Note will be free and clear of and
without deduction for any taxes, levies, duties, charges, fees or withholdings
of any nature, provided, however, that taxes based on the net income of RACC are
specifically excluded from the provisions of this Section 4. If Debtor is
required by law to make any such deduction or withholding, the sum due from
Debtor will be increased to the extent necessary to ensure that RACC receives a
sum equal to what it would have received had no such deduction or withholding
been required. Within thirty (30) days after Debtor has made any payment from
which it is required by law to make any deduction or withholding, Debtor will
deliver to RACC a receipt issued by the applicable tax or other authority
evidencing the deduction or withholding.

5. Prepayment. Debtor may prepay this obligation in part or in full at any time
without any premium or penalty. Any partial prepayment shall be first applied to
accrued interest and then to the installments of principal in inverse order of
maturity.

6. Disclaimer. If the Aircraft (as hereinafter defined) does not operate as
warranted, becomes obsolete, or the Aircraft is unsatisfactory for any reason
whatsoever, Debtor shall make all claims on account thereof solely against RAC
and not against RACC and Debtor shall nevertheless pay all sums payable
hereunder. Debtor acknowledges that neither RAC nor any sales representative or
agent thereof, is an agent of RACC and no agreement or representation as to the
Aircraft or any other matter by any such sales representative or agent of RAC
shall in any way affect Debtor's obligations hereunder.

DEBTOR HAS SELECTED THE AIRCRAFT AND NEGOTIATED ALL DOCUMENTS RELATING TO THE
PURCHASE THEREOF ALL INDEPENDENTLY FROM RACC AND WITHOUT ANY PROMPTING, REFERRAL
OR SUGGESTION FROM RACC. RACC HAS SOLELY PROVIDED A FINANCIAL ACCOMMODATION TO
DEBTOR UNDER THIS NOTE AND HAS NOT ACTED AS AND SHALL NOT BE CONSTRUED TO HAVE
ACTED AS ADVISOR, ARRANGER, PROMOTER OR GUARANTOR WITH RESPECT TO THE PURCHASE
OF THE AIRCRAFT FROM RAC OR ANY ASPECT THEREOF.

7. Representations and Warranties. Debtor represents and warrants to RACC on the
date hereof that:

          (a)  Debtor is and will remain duly organized, existing and in good
               standing under the laws of its jurisdiction of organization and
               in every jurisdiction wherever necessary to carry on its business
               and operations;

          (b)  Debtor has adequate power and capacity to enter into, and to
               perform it Obligations under this Promissory Note and the
               Security Agreement and has full rights and lawful authority to
               grant the security interest described in the Security Agreement;

<PAGE>

          (c)  upon execution and delivery hereof and thereof, each of this
               Promissory Note and the Security Agreement (collectively, the
               "Transaction Documents") shall constitute the legal, valid and
               binding obligation of Debtor, enforceable in accordance with its
               terms;

          (d)  Debtor has good and marketable title to the Collateral, subject
               only to liens or created by RACC;

          (e)  there are no legal or other proceedings or investigations pending
               or threatened against Debtor before any court, tribunal or
               regulatory authority which would, if adversely determined, alone
               or together, have any materially adverse effect on the Collateral
               or the financial condition or business operations of Debtor or
               material impairment of the ability of Debtor to perform its
               obligations under any of the Transaction Documents (hereinafter
               referred to as a "Materially Adverse Effect");

          (f)  the execution, delivery, performance of its obligations, and
               exercise of its rights under this Promissory Note and the
               Security Agreement by Debtor, including borrowing under this
               Promissory Note, (i) do not require any permit, license or
               exemption from, approval, consent of, registration or filing with
               any local, state or federal governmental or regulatory agency or
               authority, required under applicable law, or with any other
               entity or person (each, a "Consent"); (ii) are not and will not
               be in conflict with or prohibited or prevented by any law,
               treaty, rule, regulation or determination of an arbitrator,
               court, or other governmental authority, in each case applicable
               to or binding upon Debtor or affecting any of its property (each
               a "Requirement of Law"); (iii) will not violate any of Debtor's
               organizational documents or any judgment, order, law or
               regulation applicable to Debtor; and (iv) will not result in any
               breach of, or constitute a default under, or result in the
               creation of any lien, claim or encumbrance on any of Debtor's
               property (except for liens in favor of RACC) pursuant to any
               indenture, mortgage, deed of trust, bank loan, credit agreement
               or other agreement or instrument to which Debtor is a party;

          (g)  Debtor is not in violation of (i) any instrument or agreement, in
               each case binding on it or affecting its property, or (i) any
               Requirement of Law, in a manner which could have a Materially
               Adverse Effect;

          (h)  upon execution and delivery of the Security Agreement and the
               filing of documents thereby required, RACC shall have a
               first-priority perfected security interest in the Collateral,
               subject only to liens permitted hereunder or thereunder and
               entitled to priority under applicable law, with no financing
               statements, mortgages or similar filings on record anywhere which
               conflict with such first-priority interest;

          (i)  Debtor has no pending claims, and does not have knowledge of any
               facts upon which a future claim may be based, against any prior
               owner or RAC for breach of warranty or otherwise; and

          (j)  All information and statements made in any financial or credit
               statement or application for credit provided by Debtor to RACC
               are true and correct and Debtor acknowledges that RACC has relied
               upon such information and statements in making this loan.

8. Covenants. Debtor covenants and agrees that, until the payment and
satisfaction in full of all the obligations of and amounts owed by Debtor under
this Promissory Note and the Security Agreement, Debtor will:

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          (a)  keep true and accurate books of account with respect to the
               Collateral and to permit RACC or its designated representatives
               to inspect the Collateral and the Aircraft and to examine and be
               advised as to such records upon the request of RACC;

          (b)  comply with all Requirements of Law;

          (c)  notify RACC promptly in writing of (i) the occurrence of any
               default or Event of Default, (ii) any change of name or address
               of Debtor, (iii) any threatened or pending litigation or similar
               proceeding affecting Debtor or any material change in any such
               litigation or proceeding previously reported and (iv) any claims
               of any nature against the Collateral or the Aircraft; and

          (d)  cooperate with RACC, take such action, execute such documents,
               and provide such information as RACC may from time to time
               request in order further to effect the transactions contemplated
               by and the purposes of this Promissory Note and the Security
               Agreement.

9. Security Agreement. To secure the payment and performance of all of the
obligations due RACC by Debtor under this Promissory Note and any renewals,
extensions or changes hereof and of any and all other indebtedness of Debtor to
RACC, either direct or indirect, absolute or contingent, whether now existing or
hereafter arising, including all such obligations that would become due but for
the operation of the automatic stay pursuant to Section 362(a) of the Federal
Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the Federal
Bankruptcy Code and including, without limitation, post-petition interest, and
including, without limitation, all "Obligations" as defined in the Restructuring
Agreement of even date herewith between Debtor and RACC (collectively, the
"Obligations"), Debtor has contemporaneously herewith executed [a] [an Amended
and Restated] Security Agreement (the "Security Agreement") granting RACC a
security interest in the following described aircraft to be purchased by Debtor
with the proceeds of the loan evidenced by this Promissory Note and the other
property described below and in all additions and accessions thereto and
substitutions and replacements thereof, all unearned insurance premiums and
insurance proceeds and the proceeds of all of the foregoing (all of said
property is hereinafter collectively referred to as the "Collateral"):

A.        Raytheon Aircraft Company Aircraft Model [Aircraft], Serial Number
          [Serial], Registration Number N [Tail_No] (the "Aircraft"), together
          with all other property used in the operation of the Aircraft or
          reflecting use or maintenance of the Aircraft, including but not
          limited to all engines, propellers, instruments, avionics, equipment
          and accessories attached to, connected with, located in or removed
          from the Aircraft and all logs, manuals and maintenance records.

          Aircraft Engines: Make: [Engine_Make]; Model: [Engine_Model]; Shaft
          Horsepower: over 750; Serial Number (L): [Left_Serial]; Serial Number
          (R): [Right_Serial], together with any replacement engines.

          Aircraft Propellers: Hub Make: [Hub_Make]; Hub Model: [Hub_Model]; Hub
          Serial Number (L): [Hub_Left_Serial]; Hub Serial Number (R):
          [Hub_Right_Serial], together with any replacement propellers.

B.        All contracts and agreements of every kind (oral and written),
          contract rights, rights to receive payments, goods or services of
          every kind, general intangibles, chattel paper and accounts, whether
          now existing or owned or hereafter arising or acquired, governing,
          relating to or arising out of Debtor's right, title or interest in the
          Aircraft.

<PAGE>

C.        All proceeds of the foregoing, including, without limitation, all
          contract rights, general intangibles, accounts, cash, and goods, all
          payments under any insurance covering the Aircraft and any of its
          engines, propellers, equipment, accessories and accessions.

The security interest granted in the Security Agreement is a purchase money
security interest under the Kansas Uniform Commercial Code.

10. Purpose of Loan; Usury. [The purpose of this Promissory Note is to finance
the Debtor's acquisition of the Aircraft.] [USE THIS LANGUAGE IF AIRCRAFT WAS
PREVIOUSLY SUBJECT TO A LEASE] [The purpose of the Promissory Note dated
_________ issued by the Debtor to RACC (the "Original Note") was to finance the
Debtor's acquisition of the Aircraft. This Promissory Note amends and restates
and has been issued in substitution as a replacement for the Original Note.
Nothing contained herein or in any other document shall be construed to
constitute the payment or discharge of the Original Note or to release or
terminate any lien, mortgage, pledge or other security interest in favor of RACC
relating to the Original Note.] [USE THIS LANGUAGE IF AIRCRAFT IS ALREADY
SUBJECT TO A NOTE] Debtor warrants and represents to RACC that this loan is for
business and commercial purposes and not for personal, family, household or
agricultural purposes. It is agreed, notwithstanding any provision to the
contrary in this Promissory Note or the Security Agreement, in no event will
this Promissory Note or the Security Agreement require the payment of interest
or charges in excess of the maximum amount permitted by applicable law (the
"Maximum Rate") and the payment of obligations of Debtor under this Promissory
Note and the Security Agreement are hereby limited accordingly. If under any
circumstances, whether by reason of advancement or acceleration of the maturity
of the unpaid principal balance hereof or otherwise, the aggregate amounts paid
on this Promissory Note or pursuant to the Security Agreement shall include
amounts which by law are deemed interest and would exceed the Maximum Rate,
Debtor stipulates that payment and collection of such excess amounts shall have
been and will be deemed to have been the result of a mistake on the part of both
Debtor and RACC, and RACC shall promptly credit such excess (to the extent only
of such payments in excess of the Maximum Rate) against the unpaid principal
balance hereof and any portion of such excess payments not capable of being so
credited shall be refunded to Debtor.

11. Principals and Waivers. All signers, makers, guarantors, endorsers and
sureties hereof are to be regarded as principals, jointly and severally. Every
maker, endorser, guarantor and surety hereof hereby waives presentment, demand
for payment, notice of non-payment, notice of dishonor, and all other notices or
demands in connection with the delivery, acceptance, performance, default or
endorsement of this Promissory Note, protest and impairment of collateral, as
well as diligence in collecting this Promissory Note or enforcing any of the
security therefor, and consents to all extensions, deferrals, partial payments
and refinancings hereof before or after maturity.

12. Events of Default; Acceleration. If any of the following events (each an
"Event of Default") shall occur:

          (a)  Debtor shall fail to pay any principal of or interest on this
               Promissory Note or any other sum due under this Promissory Note
               or any other note or other agreement between Debtor and RACC when
               the same becomes due and such failure shall continue for ten (10)
               days beyond the due date of such payment;

          (b)  Debtor shall fail to perform any term, covenant or agreement
               contained in any of the Transaction Documents and such failure
               shall continue for thirty (30) days after written notice;

          (c)  Debtor shall fail to maintain insurance pursuant to terms of the
               Security Agreement;

<PAGE>

          (d)  any representation or warranty of Debtor in any of the
               Transaction Documents or in any certificate or notice given in
               connection therewith shall have been false or misleading in any
               material respect at the time made or deemed to have been made;

          (e)  Debtor shall be in default under any agreement or agreements
               evidencing (i) any other debt and similar monetary obligations
               (including, without limitation, capitalized leases, synthetic
               leases or securitization transactions) (collectively,
               "Indebtedness") owing to RACC or any affiliates of RACC,
               including, without limitation, Raytheon Travel Air Company, or
               (ii) any other Indebtedness in excess of $100,000.00 in aggregate
               principal amount, or shall fail to pay any such Indebtedness when
               due or within any applicable period of grace;

          (f)  any of the Transaction Documents shall cease to be in full force
               and effect;

          (g)  Debtor (i) shall make an assignment for the benefit of creditors;
               (ii) shall be adjudicated bankrupt or insolvent; (iii) shall seek
               the appointment of, or be the subject of an order appointing, a
               trustee, liquidator or receiver as to all or part of its assets,
               (iv) shall commence, approve or consent to, any case or
               proceeding under any bankruptcy, reorganization or similar law
               and, in the case of an involuntary case or proceeding, such case
               or proceeding is not dismissed within forty-five (45) days
               following the commencement thereof, or (v) shall be the subject
               of an order for relief in an involuntary case under federal
               bankruptcy law;

          (h)  Debtor shall be unable to pay its debts as they mature;

          (i)  there shall remain undischarged for more than thirty (30) days
               any final judgment or execution action against Debtor that,
               together with other outstanding claims and execution actions
               against Debtor exceeds $100,000.00 in the aggregate;

          (j)  the prospect of payment or performance by Debtor of realization
               on the Collateral, in the reasonable opinion of RACC, is or
               becomes significantly impaired; or

          (k)  Debtor (i) sells, transfers or disposes of all or substantially
               all of its respective stock, assets or property, (ii) becomes the
               subject of, or engages in, a leveraged buy-out, or (iii)
               terminates its existence by merger, reorganization or
               consolidation; or if Debtor is a privately held company, control
               of Debtor's voting capital stock issued and outstanding from time
               to time is not retained by the holders thereof on the date
               hereof.

THEN, or at any time thereafter:

          (1)  In the case of any Event of Default under clauses (g) or (h), the
               entire unpaid principal amount of this Promissory Note, all
               interest accrued and unpaid thereof, and all other amounts
               payable hereunder and under the Security Agreement, as well as
               any other indebtedness or liability of Debtor owed to RACC, shall
               automatically become forthwith due and payable, without
               presentment, demand, protest or notice of any kind, all of which
               are hereby expressly waived by Debtor; and

          (2)  In the case of any Event of Default other than under clauses (g)
               or (h), RACC may, by written notice to Debtor, declare the unpaid
               principal amount of this Promissory Note, all interest accrued
               and unpaid thereof, and all other amounts payable hereunder and
               under the Security Agreement, as well as any other indebtedness
               or liability of Debtor owed to RACC, to be forthwith due and
               payable, without

<PAGE>

               presentment, demand, protest or further notice of any kind, all
               of which are hereby expressly waived by Debtor.

In addition to and without in any way limiting the foregoing, upon the
occurrence of an Event of Default or at any time thereafter, RACC may employ all
remedies allowed by law, including, without limitation, those available to a
secured party under the Uniform Commercial Code. No remedy herein conferred upon
RACC is intended to be exclusive of any other remedy and each and every remedy
shall be cumulative and in addition to every other remedy hereunder, now or
hereafter existing at law or in equity or otherwise.

13. Obligations Absolute. Debtor's payment and performance obligations under
this Promissory Note are absolute and unconditional. Any claim that Debtor may
now or hereafter have against RACC or any affiliate thereof arising out of or in
connection with the Aircraft, any of the other Collateral or any other matter
shall not affect or excuse the unconditional obligation of Debtor to make any
payment required to be made to RACC under this Promissory Note or the Security
Agreement, and shall not be used or asserted as a defense to payment of such
obligation or as set-off, counterclaim or deduction against such payment. RACC
shall have no obligation or responsibility with respect to any dispute that may
arise between Debtor and any such foregoing person, and no such dispute shall
prevent RACC from taking such action as it may deem appropriate in order to
preserve, protect or enforce its rights hereunder.

14. Debtor's Agreement to Pay Enforcement Costs, etc. Debtor further agrees to
pay to RACC, on demand, all costs and expenses (including court costs and legal
expenses) incurred or expended by RACC in connection with the Obligations, this
Promissory Note and the enforcement hereof, together with interest on amounts
recoverable under this Section 14 from the time when such amounts become due
until payment, whether before or after judgment, at the Default Interest Rate,
provided that if such interest exceeds the maximum amount permitted to be paid
under applicable law, then such interest shall be reduced to such maximum
permitted amount.

15. Waiver of Default. No waiver by RACC of any default shall be effective
unless in writing, nor operate as a waiver of any other default or of the same
default in the future.

16. Change of Address. Debtor will notify RACC in writing of any change of
address from that shown herein within 10 days of such change.

17. GOVERNING LAW AND CHOICE OF FORUM. THIS AGREEMENT WAS MADE AND ENTERED INTO
IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF
THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT
ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS AGREEMENT SHALL BE
BROUGHT EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT
OF KANSAS AT WICHITA, KANSAS, OR IN THE EIGHTEENTH JUDICIAL DISTRICT COURT OF
SEDGWICK COUNTY, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS.
NOTWITHSTANDING THE ABOVE, IN THE EVENT AN EVENT OF DEFAULT SHOULD OCCUR, RACC
(AT ITS SOLE OPTION) MAY INSTITUTE LEGAL PROCEEDINGS IN ANY JURISDICTION AS MAY
BE APPROPRIATE IN ORDER FOR RACC TO OBTAIN POSSESSION OF THE COLLATERAL. THE
PARTIES HEREBY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE
AFORESAID COURTS IN SUCH PROCEEDINGS.

18. WAIVER OF RIGHT TO JURY TRIAL. ALL PARTIES TO THIS AGREEMENT HEREBY
VOLUNTARILY, KNOWINGLY AND IRREVOCABLY WAIVE ANY CONSTITUTIONAL OR

<PAGE>

OTHER RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN THE EVENT OF LITIGATION
CONCERNING THIS AGREEMENT.

19. Damages. To the extent that any party hereto is subject to liability for any
breach under this Agreement, the liability of such party shall be limited to the
actual and direct monetary damages caused by such breach. In no event shall any
party hereto be liable for indirect, special, consequential, multiple or
punitive damages, or any damage deemed to be of an indirect or consequential
nature arising out of or related to its performance hereunder, whether based
upon breach of contract, warranty, negligence and whether grounded in tort,
contract, civil law or other theories of liability, including strict liability.
To the extent that this limitation of liability conflicts with any other
provision(s) in this Agreement, said provision(s) shall be regarded as amended
to whatever extent required to make such provision(s) consistent with this
Section 19.

20. Enforceability. The unenforceability of any provision hereof shall not
affect the validity of any other provision hereof.

21. Binding Agreement. All obligations of Debtor hereunder shall bind the heirs,
agents and attorneys-in-fact, successors and assigns of Debtor. If there be more
than one Debtor, their liabilities shall be joint and several. All rights of
RACC hereunder shall inure to the benefit of its successors and assigns.

22. Assignment. RACC may transfer or assign all or any part of its interest in
this Promissory Note, including any guaranties, without the consent of Debtor or
any other party. Debtor shall not sell, assign, transfer, encumber or convey any
of its interests in the Collateral or in this Promissory Note without the prior
written consent of RACC.

23. Entire Agreement. This Promissory Note and the Security Agreement constitute
the entire agreement between and among the parties with respect to the subject
matter hereof. There are no verbal understandings, agreements, representations
or warranties not expressly set forth herein. Neither this Promissory Note nor
the Security Agreement shall be changed orally, but only by writing signed by
the parties hereto.

            [The remainder of this page is intentionally left blank.]

<PAGE>

DEBTOR HEREIN ACKNOWLEDGES THAT IT HAS READ AND FULLY UNDERSTANDS ALL OF THE
TERMS AND CONDITIONS OF THIS PROMISSORY NOTE. BY EXECUTION HEREOF, THE
UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE IS DULY AUTHORIZED TO EXECUTE THIS
PROMISSORY NOTE IN THE CAPACITY STATED BELOW.

Executed as of this 31st day of December, 2002.

Debtor: Great Lakes Aviation, Ltd.

        ----------------------------
        (signature)          (title)

Address:      1022 Airport Parkway
              Cheyenne, Wyoming  82001

RAYTHEON AIRCRAFT CREDIT CORPORATION

By:
   ----------------------------------
                "RACC"

<PAGE>

                                   SCHEDULE 1

                              CREDIT PRICING MATRIX

"Applicable Percentage" means the appropriate applicable percentages
corresponding to the Debt Service Ratio in effect as of the most recent
Calculation Date (defined below) as shown below:

          Tier                                 Applicable
          Levels    Debt Service Ratio         Percentage
          -----------------------------------------------
          1         *** 1.75:1.0                     3.75%
          -----------------------------------------------
                    **  1.75:1.0 but
          2         *** 2.00:1.0                     3.50%
          -----------------------------------------------
                    **  2.00:1.0 but
          3         *** 2.25:1.0                     3.25%
          -----------------------------------------------
                    **  2.25 to 1.0,
          4         but *** 2.5 to 1.0               3.00%
          -----------------------------------------------
          5         ** 2.5:1.0                       2.75%
          -----------------------------------------------

*** Less than or equal to
**  Greater than

The Applicable Percentage shall be determined and adjusted quarterly on the date
(each a "Calculation Date") which is the first day of the first calendar month
after the date on which Debtor provides the officer's certificate for each
fiscal quarter in accordance with the provisions of Section 15(D)(3) of that
certain Restructuring Agreement dated as of even date herewith between Debtor,
Iowa Great Lakes Flyers, Inc. and Payee (the "Restructuring Agreement");
provided, however, that (i) the initial Applicable Percentage shall be based on
Tier Level 1 (as shown above) and shall remain at Tier Level 1 until the first
day of the first calendar month after the date on which Great Lakes provides the
annual officer's certificate and the audited financial statements for fiscal
year 2002 in accordance with the provisions of Section 15(D)(3), and,
thereafter, the Tier Level shall be determined by the then current Debt Service
Ratio (as defined in the Restructuring Agreement), and (ii) if Debtor fails to
provide the officer's certificate to RACC for any fiscal quarter as required by
and within the time limits set forth in Section 15(D)(3), the Applicable
Percentage from the applicable date of such failure shall be based on Tier Level
1 until five (5) Business Days after an appropriate officer's certificate is
provided, whereupon the Tier Level shall be determined by the then current Debt
Service Ratio (as defined in the Restructuring Agreement); provided, that such
new Tier Level shall be effective only from the fifth Business Day following the
date of delivery of such officer's certificate and no interest paid at the
higher Tier Level shall be rebated to Debtor. Except as set forth above, each
Applicable Percentage shall be effective from one Calculation Date until the
next Calculation Date.