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                                                                   EXHIBIT 10.11

                                 FIRST AMENDMENT

FIRST AMENDMENT, dated as of December 31, 2002 (this "Amendment"), to the Used
Beechcraft 1900C Airline Operating Lease Agreement (Lease Agreement No.
[GLUC-101] [GLUC-122]) between Raytheon Aircraft Credit Corporation ("Lessor")
and Great Lakes Aviation, Ltd. ("Lessee"), dated April 23, 1998 (the "Original
Lease").

                              W I T N E S S E T H :

         WHEREAS, pursuant to the Original Lease, Lessor agreed to lease to
Lessee that certain Beechcraft 1900C Model aircraft with Manufacturer's Serial
No. [UC-101] [UC-122] (the "Aircraft");

         WHEREAS, as of the date hereof Lessee has entered into a Restructuring
Agreement with the Lessor (as amended and in effect from time to time, the
"Restructuring Agreement") whereby the Lessor has agreed to reduce amount of the
monthly lease payments owing from Lessee to Lessor under the Original Lease;

         WHEREAS, Lessor and Lessee desire to amend the Original Lease in the
manner set forth herein;

         NOW, THEREFORE, for good and adequate consideration, the receipt and
sufficiency of which is acknowledged, the parties hereto agree as follows:

1.       Defined Terms. Terms defined in the Original Lease and used herein
         shall have the meanings given to them in the Original Lease.

2.       Amendment to Exhibit A of the Original Lease. Exhibit A to the Original
         Lease is hereby replaced with Exhibit A attached hereto.

3.       Conditions to Effectiveness. This Amendment shall become effective on
         the Effective Date (as defined in the Restructuring Agreement) on which
         the Lessee shall have executed and delivered this Amendment to the
         Lessor.

4.       Representation and Warranties. The Lessee hereby represents and
         warrants to the Lessor as of the Effective Date that:

         (a)      As of the date hereof and after giving effect to this
                  Amendment, the representations and warranties set forth in
                  Article 17 of the Original Lease are true and correct in all
                  material respects; and

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         (b)      No Event of Default. After giving effect to this Amendment, no
                  Event of Default shall have occurred and be continuing

5.       Counterparts. This Amendment may be executed by one or more of the
         parties to this Amendment on any number of separate counterparts, and
         all of said counterparts taken together shall be deemed to constitute
         one and the same instrument.

6.       Severability; Headings. Any provision of this Amendment which is
         prohibited or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such prohibition or
         unenforceability without invalidating the remaining provisions hereof,
         and any such prohibition or unenforceability in any jurisdiction shall
         not invalidate or render unenforceable such provision in any other
         jurisdiction. The section and subsection headings used in this
         Amendment are for convenience of reference only and are not to affect
         the construction hereof or to be taken into consideration in the
         interpretation hereof.

7.       Continuing Effect of Other Documents. This Amendment shall not
         constitute an amendment or waiver of any other provision of the
         Original Lease not expressly referred to herein and shall not be
         construed as a waiver or consent to any further or future action on the
         part of the Lessor. Except as expressly amended, modified and
         supplemented hereby, the provisions of the Original Lease are and shall
         remain in full force and effect.

8.       GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
         PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
         ACCORDANCE WITH, THE LAW OF THE STATE OF KANSAS.

                [Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered in Wichita, Kansas by their proper and duly authorized
officers as of the day and year first above written.

                                            GREAT LAKES AVIATION, LTD.

                                            By:
                                                ----------------------
                                            Name:
                                                  --------------------
                                            Title:
                                                   -------------------

                                            RAYTHEON AIRCRAFT CREDIT CORPORATION

                                            By:
                                                ----------------------
                                            Name:
                                                  --------------------
                                            Title:
                                                   -------------------

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                                    EXHIBIT A

                           SCHEDULE OF RENTAL PAYMENTS

This Schedule of Rental Payments is based upon a fifteen (15) year operating
lease, with one hundred eighty (180) Monthly Rental Payments due hereunder. The
"Lease Commencement Date" shall be defined as April 23, 1998. The first Monthly
Rental Payment due hereunder shall be due and payable by Lessee to Lessor in
arrears on May 23, 1998. The Monthly Rental Payments due thereafter shall be due
and payable in arrears to Lessor on the 23rd day of each subsequent calendar
month.

Month during Lease Term                     Amount of Monthly Payment
-----------------------                     -------------------------

1 - 56 (through December 23, 2002)                   $22,000 (*)

57 - 180 (commencing January 23, 2002)               $17,000 (*)

(*) The amount indicated is fixed, and is not subject to adjustment.