Exhibit 10.16 (c) Amendment 8 to Loan and Security Agreement between Bank of
      America and Chautauqua Airlines


     

    EXHIBIT
      10.16 (c)

     

    
      	
              AMENDMENT
                NO. 8

            
	
              TO

            
	
              LOAN
                AND SECURITY AGREEMENT

            


    

    


    THIS
      AMENDMENT NO. 8 TO LOAN AND SECURITY AGREEMENT
      (this
      "Amendment"),
      dated
      as of the 2nd day of November, 2005, made by and between

    


    BANK
      OF AMERICA, N.A.
      (successor by assignment from Banc of America Leasing & Capital, LLC,
      successor by merger with FCC Transition LLC which in turn was the successor
      by
      merger with Fleet Capital Corporation), a national banking association (the
      "Lender");
      and

    


    CHAUTAUQUA
      AIRLINES, INC.,
      an
      Indiana corporation (successor by merger with Chautauqua Airlines, Inc., a
      New
      York corporation) (the "Borrower"),

    


    to
      the
      Loan and Security Agreement, dated December 9, 1998 (as amended, modified,
      restated or supplemented from time to time, the "Loan
      Agreement")
      between the Borrower and the Lender. All capitalized terms used herein without
      definition shall have the meanings ascribed to such terms in the Loan
      Agreement.

    


    
      	
              RECITALS

            


    

    A. Pursuant
      to the Loan Agreement, the Lender has agreed to make loans and extend credit
      to
      the Borrower secured by the Collateral.

    


    B. The
      Borrower has requested that the Loan Agreement be modified to eliminate a Change
      of Control as one of the enumerated Events of Default under the Loan Agreement.
      

    


    C. The
      Lender has agreed to such request and to accomplish the foregoing, the Borrower
      and the Lender have agreed to amend the Loan Agreement as set forth
      herein.

    


    
      	
              STATEMENT
                OF AGREEMENT

            


    

    


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

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              ARTICLE
                I

            


    

     

    AMENDMENTS
      TO LOAN AGREEMENT

    


    The
      Loan
      Agreement is hereby amended as follows: 

    


    1.1. Definitions.
      The
      definition of "Change of Control" as set forth in Appendix A to the Loan
      Agreement is deleted in its entirety.

    


    1.2. Events
      of Default.
      Section
      11.1.9 of the Loan Agreement, Change
      of Control,
      is
      deleted in its entirety and in lieu thereof is substituted the phrase
      "RESERVED".

    


    
      	
              ARTICLE
                II

            


    

    


    
      	
              MODIFICATION
                OF LOAN DOCUMENTS

            


    

      

    2.1. Loan
      Documents.
      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.

    


    
      	
              ARTICLE III

            


    

    


    
      	
              REPRESENTATIONS
                AND WARRANTIES

            


    

    


    The
      Borrower hereby represents and warrants to the Lender that as of the date
      hereof:

    


    3.1. Compliance
      with the Loan Agreement and Other Loan Documents.
      The
      Borrower 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
      the Borrower, except where the failure of the Borrower to comply has been waived
      in writing by the Lender.

    


    3.2. Representations
      in Loan Agreement and other Loan Documents.
      The
      representations and warranties of the Borrower set forth in the Loan Agreement
      and the other Loan Documents are true and correct in all material respects
      except to the extent that such representations and warranties relate solely
      to
      or are specifically expressed as of a particular date or period which is past
      or
      expired as of the date hereof.

    


    3.3. No
      Event of Default.
      No
      Default or Event of Default exists.


    
      	
              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.

    


    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 legal fees and expenses
      incurred by the Lender in connection with the preparation, negotiation,
      execution and delivery of this Amendment and all other agreements and documents
      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 BORROWER, THE PARENT 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:

    


    CHAUTAUQUA
      AIRLINES, INC

    


    By:/s/
      Robert H. Cooper

    Title:Executive
      Vice President & Chief Financial Officer

    


    LENDER:

    


    BANK
      OF AMERICA, N.A.

    (successor
      by assignment to 

    Fleet
      Capital Corporation)

    


    By:
      /s/ Robert J. Walker

    Title:
      Senior Vice President