<TABLE>
<S>     <C>
EXHIBIT 10.23(a)
                                 FIRST AMENDMENT
                                       TO
                           LOAN AND SECURITY AGREEMENT

         THIS FIRST  AMENDMENT  TO LOAN AND  SECURITY  AGREEMENT  ("Amendment"),
dated as of the 1st day of June, 1997, made by and between

         FLEET CAPITAL  CORPORATION,  a Rhode Island  corporation  (successor by
merger with Fleet  Capital  Corporation,  a Connecticut  corporation,  which was
formerly known as Shawmut Capital Corporation) (the "Lender"),

         ATLANTIC COAST AIRLINES, a California corporation (the "Borrower"), and

         ATLANTIC COAST AIRLINES,  INC., a Delaware  corporation  (the "Parent";
the Borrower and the Parent being collectively called the "Loan Parties");

         to the Loan and Security  Agreement,  dated October 12, 1995 (the "Loan
Agreement"). All capitalized terms used herein without definition shall have the
meanings ascribed to such terms in the Loan Agreement.

                                    RECITALS
         RECITALS RECITALS
         A.  Pursuant to the Loan  Agreement,  and upon the terms and subject to
the conditions  contained therein, the Lender has made available to the Borrower
a $20,000,000 revolving line of credit evidenced by the Loan Agreement.

         B. The Industrial  Development  Authority of Loudoun  County,  Virginia
(the  "Issuer")  pursuant to an Indenture of Trust,  dated of even date herewith
("Indenture"),  between the Issuer and FMB Trust Company,  National Association,
as trustee (the "Bond  Trustee"),  has agreed to issue  $9,425,000  in aggregate
principal amount of the Issuer's  Variable Rate  Demand/Fixed Rate Revenue Bonds
(Atlantic Coast Airlines Project) Series 1997 (the "Bonds").

         C. Pursuant to a Financing Agreement (the "Bond Loan Agreement"), dated
of even date herewith,  between the Issuer and the Borrower, the proceeds of the
sale of the Bonds will be used by the Borrower for the purpose of financing  the
cost of  construction of a maintenance  facility and associated  access roadway,
vehicle  parking  and  maneuvering  areas  and  aircraft  paving  aprons on land
controlled by the Metropolitan  Washington  Airports Authority (the "Authority")
and forming part of the Washington Dulles International  Airport which is leased
by the  Authority to the Borrower  pursuant to a Ground Lease  Agreement,  dated
June 23, 1997 (the "Lease").



<PAGE>



                                                        24

         D. Pursuant to a Letter of Credit and Reimbursement Agreement, dated of
even date herewith (the  "Reimbursement  Agreement"),  among Fleet National Bank
(the "Bank"),  the Lender and the Borrower,  the Borrower has requested the Bank
to  issue  its  irrevocable,   transferable   direct-pay  letter  of  credit  in
substantially  the form of Exhibit A to the  Reimbursement  Agreement (the "Bond
Letter of Credit"), in the original undrawn amount of $9,579,932.

         E. In order to induce the Bank to issue the Bond Letter of Credit,  the
Bank has required  that the Lender join in the  execution  of the  Reimbursement
Agreement  and guaranty the  reimbursement  and other  obligations  owing by the
Borrower to the Bank thereunder.

         F. The Loan  Parties  have each  requested  that the Lender join in the
execution of the  Reimbursement  Agreement  and guaranty the  reimbursement  and
other obligations of the Borrower thereunder,  and the Lender has agreed to such
request,  provided,  among other things,  the Loan  Agreement and the other Loan
Documents are amended as herein provided.

         G. To  accomplish  the  foregoing  purposes,  the  parties  hereto  are
mutually desirous of amending the Loan Agreement as set forth herein .

                                    STATEMENT OF AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
expressly acknowledged, the Loan Parties and the Lender hereby agree as follows:

                                    ARTICLE I

                          AMENDMENTS TO LOAN AGREEMENT

         The Loan Agreement is hereby amended as follows:

         1.1      Credit Facility.  Section 1, Credit Facility,  is amended by adding the following  Section 1.4 at
                  ---------------              ---------------
the end thereof:

                  "1.4.    Letters of Credit; Letter of Credit Guaranties.

                           1.4.1  Issuance  of  Letters  of Credit and Letter of
         Credit Guaranties. Lender agrees, for so long as no Default or Event of
         Default  exists and subject to the  provisions  of Section 9 below,  to
         issue its, or cause to be issued its Affiliate's, Letters of Credit and
         Letter of Credit Guaranties,  provided that the aggregate amount of the
         Letter of Credit  Obligations  outstanding at any time shall not exceed
         $10,500,000 and, without the prior written consent of Lender, no Letter
         of Credit or Letter of Credit Guaranty may have an expiration date that
         is  after  the  last day of the  Original  Term or the then  applicable
         Renewal Term.



<PAGE>


                           1.4.2  Reimbursement  Obligations.  All indebtedness,
         liabilities or obligations whatsoever arising or incurred in connection
         with any  Letter  of Credit  or  Letter  of  Credit  Guaranty  shall be
         incurred  solely as an  accommodation  to Borrower  and for  Borrower's
         account.  Borrower shall  reimburse  Lender for the total amount of all
         sums paid by Lender  under the terms of any  Letter of Credit or Letter
         of Credit Guaranty, any drawing or demand under any Letter of Credit or
         Letter of Credit Guaranty, or any additional or further liability which
         may  accrue  against  Lender in  connection  with a Letter of Credit or
         Letter of Credit  Guaranty,  immediately  upon the date of  payment  by
         Lender (either with the proceeds of a Revolver Loan obtained  hereunder
         or otherwise).  If Borrower shall fail to reimburse  Lender as provided
         herein,  the  unreimbursed  amount of such payment by Lender shall bear
         interest,  compounded  monthly,  at a per annum  rate equal to the same
         rate  applicable  to the  Revolver  Loans  until such amount is paid in
         full.  The  reimbursement  obligations of Borrower  hereunder  shall be
         absolute and unconditional under all circumstances  irrespective of any
         rights of  set-off,  counterclaim  or defense to payment  Borrower  may
         claim or have against  Lender,  the beneficiary of the Letter of Credit
         or the  Letter  of Credit  Guaranty  drawn  upon or any  other  Person,
         including,  without limitation, (i) any defense based on any failure of
         Borrower  to  receive  consideration,   (ii)  the  legality,  validity,
         regularity  or  unenforceability  of the  Letter of Credit or Letter of
         Credit Guaranty or any agreement or instrument  related thereto,  (iii)
         any  amendment or waiver of any consent to departure  from the terms of
         the Letter of Credit or any Letter of Credit  Guaranty or any agreement
         or  instrument  related  thereto,  (iv) any  statement,  draft or other
         document  presented  under a Letter  of  Credit  or  Letter  of  Credit
         Guaranty proving to be forged,  fraudulent,  invalid or insufficient in
         any respect, or any statement therein being untrue or inaccurate in any
         respect whatsoever,  except if resulting from Lender's gross negligence
         in accepting any such forged or fraudulent  draft or document,  (v) the
         surrender or impairment of any Collateral, or (vi) the existence of any
         claim,  setoff,  defense or other right which Borrower may have against
         the  beneficiary of a Letter of Credit or Letter of Credit  Guaranty or
         any other Person,  whether in connection  with any of the agreements or
         documents related thereto or otherwise.



<PAGE>


                  1.4.3 Rights and Remedies.  In the event of Borrower's failure
         to  reimburse  Lender  for the total  amount of all sums paid by Lender
         under the terms of any  Letter of Credit or Letter of Credit  Guaranty,
         any  drawing  or demand  under any Letter of Credit or Letter of Credit
         Guaranty  or any  additional  or  further  liability  which may  accrue
         against  Lender in  connection  therewith,  Lender,  in addition to its
         rights  under  the  Code  and  under  this  Agreement,  shall  be fully
         subrogated  to the rights of the  issuer of the Letter of Credit  under
         the  agreement  made with  Borrower  relating  to the  issuance of such
         Letter of Credit,  each such  agreement  being  incorporated  herein by
         reference, and Lender shall be entitled to exercise all such rights and
         remedies thereunder and under law in such regard as fully as if it were
         the issuer of the  Letter of  Credit.  If any Letter of Credit is drawn
         upon to discharge any obligation of Borrower to the beneficiary of such
         Letter of Credit, in whole or in part, Lender shall be fully subrogated
         to the rights of such  beneficiary  with respect to the  obligation  of
         Borrower to such beneficiary to the extent discharged with the proceeds
         of such Letter of Credit.

                  1.4.4 Indemnification.  Borrower hereby unconditionally agrees
         to indemnify  Lender and hold Lender  harmless from any and all losses,
         claims or  liabilities  arising from any  transactions  or  occurrences
         relating  to the  Letters of Credit or the Letter of Credit  Guaranties
         issued, established, opened or accepted for Borrower's account, and any
         drafts or acceptances thereunder,  and all Letter of Credit Obligations
         incurred in  connection  therewith.  This  indemnity  shall survive the
         payment  in full of all  amounts  payable to Lender  hereunder  and the
         termination of this Agreement.

                  1.4.5  Termination.  In  the  event  that  this  Agreement  is
         terminated  for any  reason by  either  party as  herein  provided,  in
         addition to Lender's  other  rights  under this  Agreement,  unless all
         outstanding  Letters  of Credit  and  Letter of Credit  Guaranties  are
         terminated or cancelled and Lender and its Affiliates released from all
         liability thereunder, Lender shall be entitled to pay and discharge all
         Letter of Credit Obligations with respect to all outstanding Letters of
         Credit  and Letter of Credit  Guaranties  which are not  terminated  or
         cancelled,  whether such Letter of Credit  Obligations  are absolute or
         contingent,  and all sums paid by Lender in connection  therewith shall
         be deemed to have been loaned by Lender to Borrower as a Revolver Loan,
         shall be secured by all of the  Collateral  and shall bear interest and
         be payable at the same rate and in the same manner as Revolver Loans."

         1.2       Letter of Credit and Letter of Credit Guaranty Fees. Section  2.2,  Fees,  is amended by
adding the following Sections 2.2.3 and 2.2.4 at the end thereof:

                  "2.2.3.  Letter of Credit and Letter of Credit  Guaranty  Fees.  Borrower  shall pay the
         following  fees for all  Letters of Credit and Letter of Credit  Guaranties  issued by Lender and
         its Affiliates pursuant to Section 1.4.1 hereof:

                           (i) Upon  issuance  of the Bond  Letter of Credit and
                  the  Bond  Letter  of  Credit  Guaranty,  fees  to Bank in the
                  amounts  and on the dates as set forth in Section  2.03 of the
                  Reimbursement Agreement;

                           (ii) Upon issuance of each other Letter of Credit and
                  Letter of Credit Guaranty:



<PAGE>


                  Consolidated Adjusted Net
                  Earnings From Operations                                         Per Annum Fee

                                    (a)  an  issuance  fee  to  Lender  for  the
                           account of both Lender and its Affiliate  that issues
                           such other  Letter of Credit  equal to the greater of
                           (a) $500 or (b) three percent (3%) per annum (or such
                           lesser percentage as Lender shall, in the exercise of
                           its sole  discretion,  agree in  writing at or before
                           the date of issuance)  of the undrawn  amount of such
                           Letter  of  Credit,   payable  in  advance  upon  the
                           issuance of each other Letter of Credit and Letter of
                           Credit  Guaranty and on each  extension of the stated
                           termination  date  thereof  for so long as such other
                           Letter of Credit  and  Letter of Credit  Guaranty  is
                           outstanding; and

                                    (b) the  reasonable  and  customary  charges
                           from time to time of the issuer of such other  Letter
                           of Credit with respect to the issuance, notification,
                           amendment, transfer, administration, cancellation and
                           conversion of, and drawings under,  such other Letter
                           of  Credit,  all of which  shall be payable to Lender
                           for the account of such issuer.

                  All issuance fees in connection with each Letter of Credit and
         Letter of Credit  Guaranty  as set forth in Sections  2.2.3  (i)(a) and
         (ii)(a)  hereof  shall be deemed  fully earned upon the issuance of the
         Letter of Credit and Letter of Credit Guaranty and shall not be subject
         to rebate or proration  upon the  termination of this Agreement for any
         reason.

                  2.2.4  Interest on Unpaid Fees.  Any amount of fees payable by
         Borrower to Lender that is not paid when due shall bear interest,  from
         the date such amount of fees was due until the date of payment in full,
         at the rate applicable to the Revolver Loans outstanding,  payable upon
         demand and on the date of payment in full."

         1.3 Loan Requests. Section 3.1.1, Loan Requests, is amended by deleting
subsection  (ii)  in its  entirety  and by  substituting  in  lieu  thereof  the
following:



<PAGE>


                  "(ii) Unless payment is otherwise timely made by Borrower, the
         becoming due of any amount  required to be paid under this Agreement or
         any of the other Loan Documents, or under the Reimbursement  Agreement,
         whether  as  principal,  accrued  interest,  fees,  expenses  or  other
         charges,  including,  without limitation,  payments required to be made
         pursuant to Section  1.4.2 hereof and  payments  required to be made to
         Bank pursuant to Section 2.3 of the Reimbursement  Agreement,  shall be
         deemed  irrevocably  to be a request by Borrower for a Revolver Loan on
         the due date of,  and in an  aggregate  amount  required  to pay,  such
         principal,  accrued interest,  fees, expenses or other charges, and the
         proceeds of each such  Revolver  Loan may be disbursed by Lender by way
         of direct payment of the relevant Obligation.  Within a reasonable time
         after the payment by Lender of any  expenses or other  charges that are
         not of a routine or administrative  nature,  Lender shall give Borrower
         notice  thereof  and send to  Borrower  (if  available  to Lender)  any
         invoice  or  other  supporting  documentation  for  such  fee or  other
         charge."

         1.4      Cash  Collateral  Account.  Section  3.2,  Payments,  is amended by adding a new  Section  3.2.4,
Cash Collateral Account, as follows:

                  "3.2.4  Cash  Collateral  Account.  If at  any  time  the  Net
         Accounts  Availability,  when  added to the  amount  of  funds  then on
         deposit in the Cash Collateral  Account, is less than the amount of the
         Availability Reserve, then Borrower shall immediately pay to Lender, on
         Lender's demand, an amount equal to the difference to be held by Lender
         in the Cash Collateral  Account as security for the Obligations.  If at
         any time the amount of funds on deposit in the Cash Collateral Account,
         when added to the Net Accounts  Availability at such time, is more than
         the  Availability  Reserve,  then Lender shall release to Borrower that
         portion of the funds then on  deposit  in the Cash  Collateral  Account
         equal to such  excess,  if,  and only to the extent  that,  immediately
         before and after giving  effect to such release,  no Default,  Event of
         Default or Overadvance Condition has occurred and continues to exist."

         1.5      Term of  Agreement.  Section  4.1,  Term of  Agreement,  is  amended in its  entirety  to read as
                  ------------------                  ------------------
follows:

                  "4.1 Term of  Agreement.  Subject to  Lender's  right to cease
         making Loans to Borrower upon or after the occurrence of any Default or
         Event of Default,  this  Agreement  shall be in effect from the Closing
         Date through and including  September 30, 2000 (the  "Original  Term"),
         and this Agreement  shall  automatically  renew itself for one (1) year
         periods  thereafter  (each a  "Renewal  Term"),  unless  terminated  as
         provided in Section 4.2 hereof."

         1.6      Termination  Charges.  Section  4.2.4,  Termination  Charges,  is amended in its entirety to read
as follows:



<PAGE>



                  "4.2.4   Termination  Charges. On the effective date of termination of
                           --------------------
                           this  Agreement for any reason,  Borrower shall pay to Lender
                           (in  addition  to the  then  outstanding  principal,  accrued
                           interest  and  other  charges  owing  under the terms of this
                           Agreement and any of the other Loan  Documents) as liquidated
                           damages for the loss of the bargain and not as a penalty,  an
                           amount  equal to the  product  obtained  by  multiplying  the
                           highest  of the  Average  Monthly  Loan  Balance  during  the
                           immediately  preceding  12-month period ending with the month
                           immediately  preceding  the date of such  termination,  times
                                                                                   -----
                           one  percent  (1%) if  termination  occurs at any time during
                           the  Original  Term on or  before  September  30,  1998,  and
                           one-half of one percent (0.50%) if termination  occurs at any
                           time  thereafter  during  the  Original  Term or  during  any
                           Renewal Term;  provided,  however, in the event that Borrower
                                          --------   -------
                           pays any  amounts to Lender  pursuant  to Section 2.7 of this
                           Agreement as a result of a determination  by Lender that such
                           payment is required  thereunder,  Borrower may, within ninety
                           (90) days after Lender's giving  Borrower  written demand for
                           payment of any such amount,  terminate this Agreement without
                           the payment of any termination  fee; and provided  further in
                                                                --- --------  -------
                           the event that the credit  rating of Bank as  established  by
                           Standard  and Poor's,  Inc.  shall at any time while the Bond
                           Letter of Credit is  outstanding  fall  below an "a"  rating,
                           and, as a result of such reduced credit rating,  the variable
                           interest  rate  on the  Bonds  thereafter  remarketed  by the
                           Remarketing  Agent shall be  increased,  as  confirmed by the
                           written  certification of the Remarketing  Agent delivered to
                           Lender,  Borrower may,  within one hundred  twenty (120) days
                           after  the  increase  of  the  interest  rate  on  the  Bonds
                           remarketed  by  the   Remarketing   Agent,   terminate   this
                           Agreement and the foregoing  termination  charge shall be one
                           percent  (1%) of the Average  Monthly  Revolver  Loan Balance
                           during the immediately  preceding 12-month period ending with
                           the   month   immediately   preceding   the   date   of  such
                           termination.  If  termination  occurs  on the last day of the
                           Original  Term or any Renewal  Term,  no  termination  charge
                           shall be payable."

         1.7      Affirmative Covenants.    Section  8.1,  Affirmative  Covenants,  is  amended  by  adding  a  new
Section 8.1.9 at the end thereof as follows:

                  "8.1.9  Completion of Improvements.  Cause the construction of
         the  Improvements  to be carried on  continuously  and to complete  the
         Improvements  not later than the time required  therefor as required by
         the  terms  of  the  Lease.  The   Improvements   will  be  constructed
         substantially  in  accordance  with the plans and  specifications,  all
         applicable   ordinances  and  statutes  and  in  accordance   with  the
         requirements   of  all   regularly   constituted   authorities   having
         jurisdiction  over  the  same.  The  Improvements  will be  constructed
         entirely  on the  Realty and will not  encroach  upon or  overhang  any
         easement or right of way, nor upon any land not leased under the Lease,
         and the  Improvements  when erected shall be wholly within the building
         restriction lines, however established, and will not violate applicable
         use or other restrictions  contained in prior conveyances or applicable
         protective  covenants or  restrictions.  Borrower will promptly correct
         any  structural  defect in the  Improvements  or any  departure  in any
         material  respect  from the plans  and  specifications  not  previously
         approved by Lender.  Upon the completion of the  construction of all of
         the Improvements:

                           (i)  Borrower  shall  furnish  to Lender an  approved
                  written  certification of completion from Borrower's architect
                  in the form previously approved by Lender and such architect;


<PAGE>




                           (ii)  Borrower  shall  furnish such  certificates  of
                  public officials,  utility companies, and others as Lender may
                  reasonably request certifying that the Improvements located on
                  the Realty is  connected  to public  sewer,  public  water and
                  public electricity lines;

                           (iii)  Borrower shall furnish to Lender a copy of the
                  certificate  (or  certificates)  of  occupancy,  compliance or
                  completion   issued  by  the  governmental   authority  having
                  jurisdiction  over  the  Realty  with  respect  to  all of the
                  Improvements to be constructed upon the Realty;

                           (iv)  Borrower  shall  furnish to Lender for Lender's
                  approval,  a current  "as-built"  survey of the Realty and the
                  Improvements   which   shall  show  no  matters   which  would
                  materially   and   adversely   affect  the  operation  of  the
                  Improvements  as a  maintenance  facility  or  materially  and
                  adversely affect the value of the Improvements;

                           (v)  Borrower  shall  have  fully  paid all costs and
                  expenses  of  the   construction   and   development   of  the
                  Improvements   and   Borrower   shall   furnish  to  Lender  a
                  satisfactory  endorsement to Lender's title  insurance  policy
                  through the date of  completion  of the  Improvements  and the
                  payment in full of all costs and expenses of  construction  in
                  providing coverage against  materialman's and mechanics' liens
                  and against matters of survey; and

                           (vi)  Borrower  shall  furnish  to  Lender  certified
                  copies of Borrower's  casualty insurance policies with respect
                  to the Improvements located on the Realty,  together with loss
                  payable  endorsements on Lender's  standard form of loss payee
                  endorsement naming Lender as loss payee in accordance with the
                  provisions of this Agreement."

         1.8      Specific  Financial  Covenants.  Section 8.3,  Specific  Financial  Covenants,  is amended in its
entirety to read as follows:

                  "8.3.  Specific Financial  Covenants.  During the term of this
         Agreement,  and thereafter for so long as there are any  Obligations to
         Lender,  each Loan Party covenants that, unless otherwise  consented to
         by Lender in  writing,  it shall  comply with the  following  financial
         covenants:



<PAGE>






                           8.3.1  Consolidated  Adjusted Tangible Net Worth. The
                  Consolidated  Adjusted  Tangible Net Worth of the Loan Parties
                  shall not be less than the amount  shown  below as of the date
                  and for the period set forth below:



<PAGE>



                                                                       Consolidated Adjusted
                             Date or Period                             Tangible Net Worth



<PAGE>


                  Fiscal  quarter  ended  March  31,                    $30,000,000
                  1997

                  Fiscal quarter ended June 30, 1997                    $34,250,000

                  Fiscal  quarter  ended   September                    $38,000,000
                  30, 1997

                  Fiscal  year  ended  December  31,                    $39,000,000
                  1997

                  Fiscal  quarter  ended  March  31,                    $36,500,000
                  1998

                  Fiscal quarter ended June 30, 1998                    $42,750,000

                  Fiscal  quarter  ended   September                    $48,750,000
                  30, 1998

                  Fiscal  year  ended  December  31,                    $53,250,000
                  1998

                  Fiscal  quarter  ended  March  31,                    $51,000,000
                  1999

                  Fiscal quarter ended June 30, 1999                    $56,500,000



<PAGE>




                                                                      Consolidated Adjusted
                            Date or Period                             Tangible Net Worth

                  Fiscal  quarter  ended   September                    $63,000,000
                  30, 1999

                  Fiscal  year  ended  December  31,                    $65,000,000
                  1999   and  end  of  each   fiscal
                  quarter   of  each   fiscal   year
                  thereafter



<PAGE>



                           Provided,   however,   that  the  minimum  amount  of
                  Consolidated  Adjusted  Tangible  Net  Worth  required  to  be
                  maintained  by the Loan  Parties as set forth  above  shall be
                  reduced  to  the  extent  that  any  of  the  proceeds  of the
                  Subordinated Debt Offering are used contemporaneously from the
                  issuance  thereof for the  redemption of any Securities of the
                  Parent  which  are   excluded   from  the   definition   of  a
                  Distribution  and  therefore  permitted to be made by the Loan
                  Parties pursuant to Section 8.2.5 of this Agreement.

                           8.3.2  Profitability.  The Consolidated  Adjusted Net
                  Earnings from Operations of the Loan Parties shall not be less
                  than the  amount  shown  below  for the  period  corresponding
                  thereto:



<PAGE>


                                                              Consolidated Adjusted Net
                                 Period                       Earnings From Operations

                  First  fiscal  quarter  ended March                  $   700,000
                  31, 1997

                  First  two  fiscal  quarters  ended                  $ 5,100,000
                  June 30, 1997

                  First three fiscal  quarters  ended                  $ 8,750,000
                  September 30, 1997

                                                              Consolidated Adjusted Net
                                 Period                       Earnings From Operations



<PAGE>


                  Fiscal year ended December 31, 1997

                  $10,000,000First   fiscal   quarter                  ($ 2,750,000)
                  ended  March  31,  1998  and  first
                  fiscal   quarter   ended   of  each
                  fiscal year thereafter

                  First  two  fiscal  quarters  ended                  $ 3,750,000
                  June  30,  1998 and the  first  two
                  fiscal   quarters   ended  of  each
                  fiscal year thereafter

                  First three fiscal  quarters  ended                  $10,000,000
                  September  30,  1998 and the  first
                  three  fiscal   quarters  ended  of
                  each fiscal year thereafter

                  Fiscal  year  ended   December  31,                  $13,000,000
                  1998   and   each    fiscal    year
                  thereafter



<PAGE>



                  8.3.3   Consolidated   Debt  Service   Coverage   Ratio.   The
         Consolidated  Debt Service Coverage Ratio of the Loan Parties shall not
         be less  that  the  ratio  shown  below  for the  period  corresponding
         thereto:



<PAGE>


                                                              Consolidated Debt Service
                                 Period                              Coverage Ratio

                  Fiscal quarter ended March 31, 1997                  1.50 to 1.0

                  First  two  fiscal  quarters  ended                  1.75 to 1.0
                  June 30, 1997

                  First three fiscal  quarters  ended                  2.50 to 1.0
                  September 30, 1997

                  Fiscal year ended December 31, 1997                  2.50 to 1.0



<PAGE>


                                                              Consolidated Debt Service
                                 Period

                         Coverage  RatioFirst  fiscal         Negative 5.00 to 1.0
                         ---------------
                  quarter  ended  March 31,  1998 and
                  the first  fiscal  quarter  of each
                  fiscal year thereafter

                  First  two  fiscal  quarters  ended                  2.00 to 1.0
                  June  30,  1998 and the  first  two
                  fiscal   quarters  of  each  fiscal
                  year thereafter

                  First three fiscal  quarters  ended                  2.50 to 1.0
                  September  30,  1998 and the  first
                  three   fiscal   quarters  of  each
                  fiscal year thereafter

                  Fiscal  year  ended   December  31,                  2.50 to 1.0
                  1998   and   each    fiscal    year
                  thereafter



<PAGE>



                  8.3.4  Capital  Expenditures.  The Loan Parties shall not make
         Capital  Expenditures  (including,   without  limitation,   by  way  of
         capitalized  leases)  which,  in the aggregate  exceed the amount shown
         below for the period corresponding thereto:



<PAGE>


                                 Period                               Capital Expenditures

                  Fiscal year ended December 31, 1997                  $12,000,000

                  Fiscal year December 31, 1998                        $  7,000,000

                  Fiscal year  December  31, 1998 and                  $  9,500,000
                  each fiscal year thereafter



<PAGE>


         provided,   however,   there  shall  be  excluded  from  the  foregoing
         calculation  the  aggregate  amount  of  Capital  Expenditures  made by
         Borrower with the proceeds of the Bonds;  and provided further that any
         Capital  Expenditures  permitted to be incurred  during the fiscal year
         ending  December 31, 1997 or any  subsequent  fiscal year and which are
         not  incurred  during such fiscal year may be carried over and incurred
         in the following fiscal year (but not in any subsequent fiscal year).



<PAGE>


         1.9      Conditions Precedent.  Section 9, Conditions Precedent, is amended as follows:

                  (i) Section 9.2,  Conditions  Precedent to All Revolver Loans,
is amended by  deleting  the first  paragraph  thereof  in its  entirety  and by
substituting in lieu thereof the following:

                  "9.2 Conditions  Precedent to All Revolver  Loans,  Letters of
         Credit  and  Letter of Credit  Guaranties.  Notwithstanding  any of the
         provisions of this Agreement or the other Loan  Documents,  and without
         affecting in any manner the rights of Lender  under the other  sections
         of this Agreement, it is understood and agreed that Lender will have no
         obligation to make any Revolver Loan  (including  the initial  Revolver
         Loan) or issue or cause its  Affiliate to issue any Letter of Credit or
         Letter  of  Credit  Guaranty  unless  and  until,  in  addition  to the
         conditions  set forth in Sections  9.1 and 9.3,  each of the  following
         conditions has been and continue to be satisfied:"

                  (ii) Section 9.3, Waiver of Conditions  Precedent,  is amended
by  deleting  in  line  2 the  phrase  "Sections  9.1  and  9.2  hereof"  and by
substituting in lieu thereof the phrase "Sections 9.1, 9.2 and 9.4 hereof".

                  (iii) A new Section 9.4,  Conditions  Precedent to Issuance of
Bond Letter of Credit Guaranty, is added as follows:

                  "9.4.  Conditions  Precedent  to  Issuance  of Bond  Letter of
         Credit Guaranty.  Notwithstanding any other provision of this Agreement
         or the other Loan  Documents,  and without  affecting in any manner the
         rights of Lender  under the other  sections  of this  Agreement,  it is
         understood  and  agreed  that  Lender  shall have no  obligation  under
         Section 1.4 of this  Agreement to issue or cause its Affiliate to issue
         the Bond Letter of Credit or the Bond Letter of Credit  Guaranty on the
         Bond Letter of Credit  Closing  Date  unless and until,  in addition to
         each of the  conditions  elsewhere set forth in this Section 9, each of
         the following  conditions  shall have been  satisfied,  all in form and
         substance satisfactory to Lender and its counsel;

                           9.4.1  Documentation.  Lender shall have received the
         following documents,  each to be in form and substance  satisfactory to
         Lender and its counsel:



<PAGE>



                                    (i)  A  closing  certificate  signed  by  an
                  officer  of each of the  Loan  Parties,  dated  as of the Bond
                  Letter  of  Credit   Closing   Date,   stating  that  (a)  the
                  representations  and  warranties of the Loan Parties set forth
                  in this  Agreement  and the other Loan  Documents are true and
                  correct on and as of such date,  (b) each of the Loan  Parties
                  is on such  date  in  compliance  with  all of the  terms  and
                  provisions  set forth in this  Agreement  and the  other  Loan
                  Documents, and (c) no Default or Event of Default exists;

                                    (ii)    Copies  of each of the Bond  Documents  duly  executed  by the
                  parties thereto;

                                    (iii) The Deed of Trust,  duly recorded with
                  all fees and taxes thereon, if any, paid;

                                    (iv) A policy of title insurance, including,
                  without   limitation,   revolving   credit,   variable   rate,
                  comprehensive,  zoning and last dollar endorsements, issued by
                  a title insurance  company  satisfactory  to Lender,  with all
                  premiums  thereon  paid,  insuring  that  the  Deed  of  Trust
                  constitutes a valid and  enforceable  first priority Lien upon
                  Borrower's  leasehold estate in the Realty encumbered thereby,
                  free  and  clear  of  all  title   defects  and   encumbrances
                  whatsoever other than Permitted Liens applicable thereto;

                                    (v)  A  foundation   survey  of  the  Realty
                  showing no deed, building line, easement or any other property
                  covenant or ordinance violation whatsoever;

                                    (vi) A phase 1 environmental site assessment
                  relating  to  the  Realty,  together  with a  reliance  letter
                  addressed   to  Lender   allowing   Lender  to  rely  on  such
                  assessment;

                                    (viii)  UCC   financing   statements,   duly
                  executed by Borrower and filed in all jurisdictions  necessary
                  or  appropriate  to perfect the Lien of Lender in the personal
                  property encumbered by the Deed of Trust;

                                    (ix)  A  certificate  of  the  Secretary  of
                  Borrower,  certifying (i) that attached  thereto is a true and
                  complete  copy of the  resolutions  adopted  by the  board  of
                  directors of Borrower authorizing the execution,  delivery and
                  performance  of the First  Amendment to this Agreement and the
                  other Loan Documents executed in connection therewith, and the
                  consummation  of the  transactions  contemplated  by the  Bond
                  Documents,  and (ii) as to the incumbency  and  genuineness of
                  the signatures of each officer of Borrower executing the First
                  Amendment  to this  Agreement  and the  other  Loan  Documents
                  contemplated thereby;



<PAGE>



                                    (x)  A  certificate   of  the  Secretary  of
                  Parent,  certifying  (i) that  attached  thereto is a true and
                  complete  copy of the  resolutions  adopted  by the  board  of
                  directors of Parent  authorizing  the execution,  delivery and
                  performance  of the First  Amendment to this Agreement and the
                  other Loan Documents executed in connection therewith, and the
                  consummation  of the  transactions  contemplated  by the  Bond
                  Documents,  and (ii) as to the incumbency  and  genuineness of
                  the  signatures of each officer of Parent  executing the First
                  Amendment  to this  Agreement  and the  other  Loan  Documents
                  contemplated thereby;

                                    (xi)    Receipt  by  Lender  of an  opinion  of  counsel  to the  Loan
                  Parties; and

                                    (xii)  Such  other  instruments,  documents,
                  certificates,  opinions or assurances as Lender or its counsel
                  may reasonably  request in connection with the issuance of the
                  Bond  Letter of Credit  Guaranty  or to  evidence  or  confirm
                  compliance by Borrower with the conditions of this Agreement."


         1.10 Events of  Default.  Section  10,  Events of  Default,  Rights and
Remedies on Default, is amended as follows:

                  (i)      Section 10.1.1, Payment of Loans, is amended in its entirety to read as follows:

                  "10.1.1  Payment  of Loans  and  Amounts  for Cash  Collateral
         Account. Borrower shall fail to make any payment of principal, interest
         or premium,  if any, owing on the Loans, or any amounts to be paid into
         the Cash Collateral  Account  pursuant to Section 3.2.4 hereof,  within
         two (2) Business  Days of the due date  thereof  (whether due at stated
         maturity, on demand, upon acceleration or otherwise)."

                  (ii)     A new Section 10.1.19,  Reimbursement  Agreement, is added at the end of Section 10.1 as
                                                   ------------------------
follows:

                           "10.1.19  Default  Under  Reimbursement   Agreement.   There  shall  occur  any
         "Event of Default"  under the  Reimbursement  Agreement  as such term is defined in Section  6.01
         thereof."

                  (iii) Section 10.3,  Other Remedies,  is amended by adding the
following Section 10.3.6 at the end thereof:



<PAGE>






                           "10.3.6   Upon  the   occurrence   and   during   the
         continuance  of an Event of  Default,  Lender may also,  at its option,
         with  respect to the face amount of all Letters of Credit and Letter of
         Credit  Guaranties then  outstanding,  require Borrower to deposit with
         Lender funds equal to such undrawn face amount,  and if Borrower  fails
         promptly  to make such  deposit,  Lender may  advance  such amount as a
         Revolver  Loan.  Any such deposit or advance shall be held by Lender in
         the Cash Collateral Account as a reserve to fund future payments on the
         outstanding  Letters of Credit or Letter of Credit Guaranties.  At such
         time as all  Letters  of Credit and  Letter of Credit  Guaranties  have
         expired or have been cancelled or terminated,  any amounts remaining in
         the Cash  Collateral  Account shall be applied  against any outstanding
         Obligations,  or, to the extent all Obligations have been  indefeasibly
         paid in full, returned to Borrower."

         1.11     Notices. Section 11.8 is modified as follows:

                  (i)      In line three thereof, the phrase "or by facsimile" is deleted; and

                  (ii)     All  notices to the  Borrower  and the  Parent  shall be sent in the manner set forth in
Section 11.8 as modified hereby and addressed as follows:

                           If to Borrower:  Atlantic Coast Airlines
                                                     515-A Shaw Road
                                                     Sterling, Virginia 20166
                                                     Attention: Director of Treasury Management

                           If to Parent:             Atlantic Coast Airlines, Inc
                                                     515-A Shaw Road
                                                     Sterling, Virginia 20166
                                                     Attention: Senior Vice President and General Counsel

                           With a copy to:  Hazel & Thomas
                                                     3110 Fairview Park Drive
                                   Suite 1400
                          Falls Church, Virginia 22042
                       Attention: Carol C. Honigberg, Esq.

         1.12     Indemnity by Lender.      A new Section 11.15, Indemnity by Lender, is added as follows:



<PAGE>



                           "11.15  Indemnity by Lender.  Lender hereby agrees to
         indemnify Borrower against any liability, loss, damage or expense which
         Borrower  may suffer or occur as a result of Lender's  breach of any of
         its  warranties  and  representations  set forth in Section 4.02 of the
         Reimbursement  Agreement or Lender's  failure to comply with any of the
         covenants set forth in Section 5.03 of the Reimbursement  Agreement and
         Bank's  exercise of its rights under Section 6.02 of the  Reimbursement
         Agreement as a result thereof."

1.13     Definitions.      Appendix A, General Definitions, is amended as follows:

                  (i)      The following definitions are amended in their entirety:

                  "Availability Reserve - On any date of determination  thereof,
         an amount equal to the sum of (i) any amounts of past due rent or other
         charges  (other than project rental as specified in the Lease) owing at
         such  time by  Borrower  to the  Authority  under the  Lease;  (ii) any
         amounts which  Borrower is obligated to pay pursuant to the  provisions
         of the Loan Documents but does not pay when due and which Lender elects
         to pay  pursuant  to any of the  Loan  Documents  for  the  account  of
         Borrower; (iii) the estimated cost of services ordered by Borrower from
         United under the United Express Emergency Response Agreement;  (iv) the
         Fixed Bond  Letter of Credit  Guaranty  Reserve  at such date;  (v) the
         Increasing  Bond Letter of Credit  Guaranty  Reserve at such date; (vi)
         the amount of all Letter of Credit Obligations outstanding at such date
         except for those with respect to the Bond Letter of Credit and the Bond
         Letter of Credit  Guaranty;  and (vii)  such  reserves  established  by
         Lender in such  amounts,  and with  respect  to such  matters,  events,
         conditions or contingencies as to which Lender,  in its credit judgment
         based   upon  its   usual   and   customary   credit   and   collateral
         considerations,  determines reserves should be established from time to
         time,  including,  without  limitation,  with  respect to (1)  improper
         billings,  other billing and settlement errors which occur from time to
         time under the ACH  Procedures  Manual,  and (2) other sums  chargeable
         against  Borrower's Loan Account as Revolver Loans under any section of
         the Agreement.

                  Average  Monthly Loan Balance - the amount  obtained by adding
         the  aggregate  unpaid  balance  of all  Loans  and  Letter  of  Credit
         Obligations  outstanding  at the end of each day  during  the  month in
         question and by dividing that sum by the number of days in such month.

                  Bank - Fleet National Bank, and its successors and assigns.

                  Borrowing Base - as at any date of determination  thereof,  an
         amount equal to the lesser of:

                           (i)      the amount of the Revolver  Loan  Facility less the amount of
                  the Letter of Credit Obligations outstanding at such date; or

                           (ii)     the sum of:



<PAGE>



                     (a) the Accounts Borrowing Base at such
                                      date;

                                      MINUS

                                    (b)     the  Availability  Reserve  at  such
                                    date.

                  Consolidated Debt Service Coverage Ratio - with respect to any
         Person for any period of  determination,  the ratio of (i) Consolidated
         Cash Flow for such period to (ii)  payments of  Indebtedness  for Money
         Borrowed  required  to be paid  by  such  Person  during  such  period;
         provided,  however,  payments made on the $11,000,000  Indebtedness for
         Money  Borrowed owed to Bombardier Air for the funding of a deposit for
         the  acquisition of CRJ regional jet aircraft,  to the extent made from
         the proceeds of the Subordinated  Debt Offering,  shall not be deemed a
         payment by the Loan  Parties of  Indebtedness  for Money  Borrowed  and
         shall be excluded from the foregoing calculation.

                  Security   Documents  -  the  Deed  of  Trust,  each  Guaranty
         Agreement,  and all other instruments and agreements now or at any time
         hereafter securing the whole or any part of the Obligations."

         (ii)     The following definitions are added in the appropriate alphabetical sequence:

                  Accounts  Borrowing  Base  -  at  any  date  of  determination
         thereof,  an amount equal to sixty-five percent (65%) of the net amount
         of Eligible  Accounts  outstanding  at such date.  For the  purposes of
         calculating  the Accounts  Borrowing  Base,  the net amount of Eligible
         Accounts at any time shall be the face amount of such Eligible Accounts
         less any and all returns,  rebates,  discounts  (which may, at Lender's
         option,  be  calculated  on  shortest  terms),  sales  taxes,  credits,
         allowances  or excise  taxes of any nature at any time  issued,  owing,
         claimed  by  Account  Debtors,  granted,   outstanding  or  payable  in
         connection with such Accounts at such time  (including  current amounts
         owing by Borrower to United under the United Express Agreements).


                           Available  Amount - as such  term is  defined  in the
Reimbursement Agreement.

                           Average  Monthly  Revolver  Loan Balance - the amount
         obtained by adding the  aggregate  unpaid  balance of all Loans and all
         Letter  of  Credit   Obligations   except  for  the  Letter  of  Credit
         Obligations  arising under the Bond Letter of Credit Guaranty,  in each
         case which are  outstanding  at the end of each day during the month in
         question and by dividing that sum by the number of days in such month.


<PAGE>




                           Bond   Documents  -   collectively,   the  Bond  Loan
         Agreement,  the Bonds, the Indenture,  the Reimbursement Agreement, and
         all  guaranties,   agreements,  opinions,  certificates  or  assurances
         executed in connection therewith.

                           Bond  Letter of Credit - as defined  in the  Recitals
         contained in the First Amendment to the Agreement.

                           Bond  Letter of Credit  Guaranty  - the  guaranty  by
         Lender of the  reimbursement and other obligations owing by Borrower to
         Bank in  respect  of the Bond  Letter  of  Credit  as set  forth in the
         Reimbursement Agreement.

                           Bond  Letter  of  Credit  Closing  Date - the date on
         which all of the  conditions  set forth in Section 9.4 of the Agreement
         are satisfied  and Lender issues the Bond Letter of Credit  Guaranty in
         favor of Bank.

                           Bond Loan  Agreement  - as  defined  in the  Recitals
         contained in the First Amendment to the Agreement.

                           Bonds - as defined in the  Recitals  contained in the
         First Amendment to the Agreement.

                           Cash  Collateral  - cash  deposited  with  Lender  in
         accordance  with the  Agreement  as  security  for the Letter of Credit
         Obligations to the extent provided in the Agreement.

                           Cash Collateral Account - an interest-bearing account
         established by Lender on its books and to which Lender shall credit all
         Cash Collateral deposited with Lender in accordance with the Agreement.

                           Deed of Trust - the  Credit  Line  Leasehold  Deed of
         Trust and Security  Agreement executed by Borrower on or about the Bond
         Letter of Credit  Closing Date in favor of the trustees  named  therein
         for the benefit of Lender, as it may be amended, modified, supplemented
         or  restated  from time to time,  by which  Borrower  has  granted  and
         conveyed to the trustees for the benefit of Lender, as security for the
         Obligations,  Liens  upon  Borrower's  leasehold  estate in the  Realty
         leased by Borrower from the Authority pursuant to the Lease.

                           Fixed Bond Letter of Credit Guaranty Reserve - for so
         long as the Bond  Letter  of  Credit  and the  Bond  Letter  of  Credit
         Guaranty is outstanding,  a reserve established by Lender in the amount
         of $4,479,932,  or such lesser amount as Lender, in the exercise of its
         sole and unfettered discretion, may establish from time to time.



<PAGE>






                           Improvements  -  the  construction  of a  maintenance
         facility and associated access roadway, vehicle parking and maneuvering
         areas and aircraft paving aprons on the Realty.

                           Increasing Bond Letter of Credit  Guaranty  Reserve -
         for so long as the Bond  Letter of Credit and the Bond Letter of Credit
         Guaranty is outstanding, a reserve established by Lender which shall on
         the Bond  Letter of  Credit  Closing  Date be equal to zero,  but shall
         thereafter  increase on the first day of each month,  commencing on the
         first  day of the month  following  the Bond  Letter of Credit  Closing
         Date, by an amount equal to $53,750,  and shall thereafter  decrease by
         the amount of any Voluntary  Redemptions of the Bonds,  but in no event
         shall  the  amount of the  Increasing  Bond  Letter of Credit  Guaranty
         Reserve  be less than zero nor,  when  added to the amount of the Fixed
         Bond Letter of Credit Guaranty Reserve, exceed the Available Amount.

                           Indenture - as defined in the  Recitals  contained in
         the First Amendment to the Agreement.

                           Issuer - as defined in the Recitals  contained in the
         First Amendment to the Agreement.

                           Lease - as defined in the  Recitals  contained in the
         First Amendment to the Agreement.

                           Letter of Credit - the Bond  Letter of Credit and any
         other  letter of credit  issued by any of Lender's  Affiliates  for the
         account of Borrower.

                           Letter of Credit Guaranty - the Bond Letter of Credit
         Guaranty  and any other  guaranty  issued by Lender for the  account of
         Borrower by which Lender shall guarantee the payment by Borrower of its
         reimbursement obligations under a Letter of Credit.

                           Letter of Credit  Obligations  - that  portion of the
         Obligations  constituting Borrower's obligation to reimburse Lender for
         all amounts  paid by Lender under or with respect to a Letter of Credit
         Guaranty.



<PAGE>


                           Net  Accounts  Availability  - at  any  date  of  the
         determination thereof, the sum of (i) the Accounts Borrowing Base, less
         (ii) the  aggregate  amount  of the  Loans  and the  Letter  of  Credit
         Obligations  outstanding  at such date except for those with respect to
         the Bond Letter of Credit and the Bond Letter of Credit Guaranty.

                           Realty - the tract or parcels of real property leased
         by Borrower from the Authority pursuant to the Lease, together with the
         Improvements and the fixtures attached thereto.

                           Reimbursement  Agreement - as defined in the Recitals
         contained in the First Amendment to the Agreement.

                           Remarketing  Agent - shall have the meaning  ascribed
         to such term in the Indenture.

                           Subordinated   Debt   Offering   -  the   $50,000,000
         aggregate principal amount  ($57,500,000  aggregate principal amount if
         the initial  purchasers'  over-allotment  option is  exercised)  of the
         Parent's   Convertible   Subordinated  Notes,  payable  in  semi-annual
         interest  payments and with a final  maturity date of July 1, 2004, and
         subordinated  in right of payment to  certain  of the  Parent's  senior
         indebtedness  as more  particularly  described in the  indenture  under
         which the  notes are  issued,  which are  expected  to be issued by the
         Parent by August 31, 1997.

                           Voluntary  Redemptions - optional  redemptions of the
         Bonds  made by  Borrower  pursuant  to  Sections  3.1(g) and (h) of the
         Indenture."

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         The Loan  Parties  each hereby  represents  and  warrants to the Lender
that:

         2.1 Compliance with the Loan Agreement and Other Loan Documents.  As of
the execution of this Amendment,  each of the Loan Parties is in compliance with
all of the terms and provisions set forth in the Loan Agreement and in the other
Loan  Documents to be observed or performed by each of the Loan Parties,  except
where the  failure of the Loan  Parties to comply has been  waived in writing by
the Lender.



<PAGE>


         2.2.  Representations  in Loan Agreement and other Loan Documents.  The
representations  and  warranties  of the  Loan  Parties  set  forth  in the Loan
Agreement  and the other Loan  Documents  are true and  correct in all  material
respects  except  for  changes  in the  nature  of a Loan  Party's  business  or
operations that would render the information in any exhibit attached to the Loan
Agreement either inaccurate, incomplete or misleading, so long as the Lender has
consented to such changes or such changes are not  expressly  prohibited  by the
Loan Agreement.

         2.3.     No Event of Default.  No Default or Event of Default exists.

                                   ARTICLE III

                           MODIFICATION OF LOAN DOCUMENTS; ACKNOWLEDGMENT OF OBLIGATIONS

         3.1  Modification  of Loan Document The Loan  Agreement and each of the
other Loan  Documents  are  amended to provide  that any  reference  to the Loan
Agreement in the Loan  Agreement or any of the other Loan  Documents  shall mean
the Loan Agreement as amended by this Amendment,  and as it is further  amended,
restated,  supplemented  or modified from time to time.  The  provisions of that
certain letter from the Lender to the Borrower,  dated June 13, 1997, are deemed
superseded  and  replaced  by this  Amendment  and are of no  further  force and
effect.

         3.2. Acknowledgments by the Loan Parties. To induce the Lender to enter
into this  Amendment,  each Loan Party  acknowledges  and agrees with the Lender
that as of June 1, 1997, the aggregate  principal balance owing on the Revolving
Loans  outstanding  under  the Loan  Agreement  was in the sum of zero,  and the
aggregate  amount  of  Letters  of  Credit  and  Letter  of  Credit   Guaranties
outstanding was in the sum of $531,000 and that all such Obligations outstanding
are owed to the Lender without any offset, deduction, defense or counterclaim of
any nature in favor of either Loan Party.

                                   ARTICLE IV

                                     GENERAL

         4.1.  Full Force and Effect.  As  expressly  amended  hereby,  the Loan
Agreement  shall  continue  in full  force  and  effect in  accordance  with the
provisions  thereof.  As used in the Loan  Agreement,  "hereinafter",  "hereto",
"hereof"  or words of  similar  import,  shall,  unless  the  context  otherwise
requires, mean the Loan Agreement as amended by this Amendment.



<PAGE>


         4.2 Applicable  Law. This Amendment  shall be governed by and construed
in  accordance  with the internal  laws and  judicial  decisions of the State of
North Carolina.

         4.3  Counterparts.  This  Amendment  may be  executed  in  one or  more
counterparts,  each of which shall constitute an original, but all of which when
taken together shall constitute but one and the same instrument.

         4.4  Expenses.   The  Borrower  shall  reimburse  the  Lender  for  all
reasonable  fees and  expenses  (legal or  otherwise)  incurred by the Lender in
connection  with the  preparation,  negotiation,  execution and delivery of this
Amendment  and  all  other  agreements  and  documents  referred  to  herein  or
contemplated hereby.

         4.5.     Headings.  The headings in this  Amendment  are for the purpose of  reference  only and shall not
affect the construction of this Amendment.

         4.6 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW,  THE LOAN  PARTIES AND THE LENDER EACH WAIVES THE RIGHT TO TRIAL BY JURY IN
ANY ACTION,  SUIT,  PROCEEDING  OR  COUNTERCLAIM  OF ANY KIND  ARISING OUT OF OR
RELATED TO THIS AMENDMENT, THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS RELATED HERETO OR THERETO.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered on the date first above written.

                                    Borrower:

                                                     ATLANTIC COAST AIRLINES


                                                     By:________________________________________
                                                          Title:__________________________________
ATTEST:

----------------------------
_________ - Secretary

[CORPORATE SEAL]


<PAGE>


                                     Parent:

                                                     ATLANTIC COAST AIRLINES, INC.


                                                     By:________________________________________
                                                          Title:__________________________________
ATTEST:

----------------------------
_________ - Secretary

[CORPORATE SEAL]
                                                     Accepted in Charlotte, North Carolina

                                     Lender:

                                                     FLEET CAPITAL CORPORATION


                                                     By:_______________________________________
                                                          Title:___________________________________



</TABLE>