<PAGE>

NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE THEREOF
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION THEREFROM UNDER THE
PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THERE IS NO PUBLIC OR OTHER MARKET FOR THIS WARRANT OR ANY OF THE SECURITIES
ISSUABLE UPON EXERCISE THEREOF, AND NO SUCH PUBLIC OR OTHER MARKET MAY EVER
DEVELOP. THE HOLDER HEREOF SHOULD BE AWARE THAT IT WILL BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

                            PRIVATE PLACEMENT WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                                       OF
                         REPUBLIC AIRWAYS HOLDINGS, INC.



Date: June 7, 2002


         THIS IS TO CERTIFY THAT, for value received, DELTA AIR LINES, INC., a
Delaware corporation ("Delta"), is entitled, subject to the terms herein, to
purchase from REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the
"COMPANY"), one million five hundred thousand (1,500,000), subject to adjustment
pursuant to Section 4 hereof, fully paid and nonassessable shares of the
Company's common stock, $.001 par value (the "COMMON STOCK"), at a price per
share of $12.50 (the "EXERCISE PRICE"), subject to adjustment pursuant to
Section 4 hereof, all on the terms and conditions and pursuant to the provisions
hereinafter set forth. The term "WARRANT SHARES," as used herein, refers to the
shares of Common Stock purchasable hereunder. As used herein, the term "HOLDER"
shall initially mean Delta, and shall subsequently mean each person or entity to
whom this Warrant is duly assigned.

         1. EXERCISE OF WARRANT. This Warrant is exercisable, in whole or part,
at any time or from time to time after the date hereof until 5:30 p.m., New York
time, on June 7, 2012 (the "EXERCISE PERIOD").

         2. MANNER OF EXERCISE; PAYMENT FOR SHARES; ISSUANCE OF CERTIFICATES.

                  (a) MANNER OF EXERCISE. Subject to the provisions of this
Warrant, the Warrant Shares may be purchased by the Holder, in whole or in part,
by the surrender of this Warrant together with a completed election to purchase
agreement in the form attached to this Warrant (the "ELECTION AGREEMENT"), to
the Company during normal business hours on any business day, during the
Exercise Period, at the Company's principal executive offices (or such


                                       1
<PAGE>

other office or agency of the Company as it may reasonably designate by
notice to the Holder), and upon payment to the Company of an amount of
consideration equal to the aggregate Exercise Price of the purchased Warrant
Shares ("TOTAL PURCHASE PRICE").

                  (b) PAYMENT FOR SHARES. The Total Purchase Price may be paid
(i) in cash, by certified or official bank check or by wire transfer for the
account of the Company; (ii) notwithstanding (i), at any time (x) when the
Company is in breach of its obligations under Sections 4.1, 4.2 or 4.3 of that
Amended and Restated Registration Rights Agreement, dated as of the date hereof,
by and among the Company, Delta and the other parties thereto (the "Registration
Rights Agreement") or (y) that is one year after the issue date of this Warrant
and the Company is not qualified to register shares of Common Stock on Form S-3
(or any comparable or successor form) if the Fair Market Value (as defined
below) of the Company's Common Stock is greater than the Exercise Price, in lieu
of exercising this Warrant by payment of cash, the Holder may elect to receive
shares of Common Stock computed as of the date of such calculation using the
following formula:


                                    X=  Y(A-B)
                                        ------
                                          A

         Where X = the number of shares of Common Stock to be issued to the
               Holder

               Y = the number of shares of Common Stock purchasable under the
               Warrant or, if only a portion of the Warrant is being
               exercised, the portion of the Warrant being exercised and
               canceled

               A = the Fair Market Value of one share of the Company's Common
                   Stock

               B = the Exercise Price (subject to adjustment as provided in
                   Section 4)

         or (iii) in any combination of the foregoing.

                  (c)      DEFINITIONS.

                           (i) "FAIR MARKET VALUE" shall mean, as of any date of
                  determination, with respect to any Common Stock, (x) if there
                  is a Qualified Public Market (as defined below) for such
                  Common Stock, the value per share determined pursuant to
                  clause (i) or (ii) below of this definition or (y) if there is
                  no such Qualified Public Market, the value determined pursuant
                  to clause (iii) below of this definition:

                                    (i) if such Common Stock is listed or quoted
                                    on a national securities exchange or
                                    admitted to unlisted trading privileges on
                                    such an exchange, the average last reported
                                    sale price (as reported in THE WALL STREET
                                    JOURNAL) of a share of such Common Stock
                                    over the 5 trading day period immediately
                                    prior to the date of


                                       2

<PAGE>

                                    determination or if no such sale is made on
                                    any such day, the mean of the closing bid
                                    and asked prices for such Common Stock on
                                    such day on such exchange; or

                                    (ii) if such Common Stock is not so listed
                                    or admitted to unlisted trading privileges,
                                    the average mean of the last bid and asked
                                    prices reported for a share of such Common
                                    Stock over the 5 trading day period
                                    immediately prior to the date of
                                    determination (A) by the National
                                    Association of Securities Dealers Automatic
                                    Quotation System or (B) if reports are
                                    unavailable under clause (A) above by the
                                    National Quotation Bureau Incorporated; or

                                    (iii) if such Common Stock is not so listed
                                    or admitted to unlisted trading privileges
                                    and bid and asked prices are not so
                                    reported, then the Company shall give prompt
                                    written notice to the Holder of the need to
                                    determine the Fair Market Value of such
                                    Common Stock, as well as a statement of the
                                    fair market value of such Common Stock
                                    determined in good faith by the Board of
                                    Directors of the Company. In such event, the
                                    Fair Market Value of such Common Stock shall
                                    be the fair market value per share agreed to
                                    by the Board of Directors of the Company and
                                    the Holder; PROVIDED, HOWEVER, if no such
                                    agreement is reached within thirty (30) days
                                    of the date on which the event for which the
                                    Fair Market Value is required to be
                                    determined occurs, then the Fair Market
                                    Value shall be determined as follows: the
                                    Company and the Holder shall each designate
                                    promptly in a written notice to the other
                                    its determination of the fair market value
                                    of such Common Stock as of the applicable
                                    reference date, and the Fair Market Value of
                                    such Common Stock as of the applicable
                                    reference date shall then be determined by a
                                    nationally recognized independent appraiser
                                    (the "INDEPENDENT FINANCIAL EXPERT")
                                    selected by the Holder from a group of three
                                    appraisers chosen by the Company (with whom
                                    the Company does not have an existing
                                    business relationship) and the Holder
                                    assuming an arm's-length private sale
                                    between a willing buyer and a willing
                                    seller, neither acting under compulsion. The
                                    determination by the Independent Financial
                                    Expert of the Fair Market Value shall be
                                    final and binding on the Company and the
                                    Holder. The costs and expenses of any such
                                    Independent Financial Expert making such
                                    valuation shall be paid by the Company,
                                    except that such expenses shall be borne
                                    solely by the Holder to the extent that the
                                    Independent Financial Expert concludes that
                                    the valuation of such Common Stock made by
                                    the Board of Directors of the Company is
                                    within five percent (5%) of the Fair Market
                                    Value.

                                       3

<PAGE>

                           (ii) "QUALIFIED PUBLIC MARKET" shall mean with
                  respect to the Common Stock of the Company, an active trading
                  market on a national securities exchange or over-the-counter
                  market which consists of such publicly held Common Stock in
                  the Company, with a minimum market value of $10,000,000 for
                  such Common Stock. A "Qualified Public Market" shall be deemed
                  to exist if the financial parameters set forth in the
                  immediately preceding sentence have been met for the Common
                  Stock for a period of 5 consecutive days.

                  (d) ISSUANCE OF CERTIFICATES. The Warrant Shares so purchased
shall be deemed to be issued to the Holder (or its designee), as the record
owner of such shares, as of the close of business on the date on which this
Warrant shall have been surrendered, the completed Election Agreement shall have
been delivered, and payment of the Total Purchase Price shall have been made as
set forth above. Certificates for the Warrant Shares so purchased, with the
legend specified in SUBSECTION 10(f) hereof, shall be delivered to the Holder
within a reasonable time, not to exceed three (3) business days after this
Warrant shall have been so exercised. The certificates so delivered shall be in
such denominations as may be requested by the Holder and shall be registered in
the name of the Holder (or its designee). If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant, execute and
deliver a new Warrant to the Holder evidencing the rights of the Holder thereof
to purchase the balance of the Warrant Shares issuable hereunder.
Notwithstanding anything to the contrary contained herein, Delta acknowledges
that the Company has no, and may never have any, shares of Common Stock
registered under the Securities Act.

         3. CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
agrees as follows:

                  (a) SHARES TO BE FULLY PAID. All Warrant Shares will, upon
issuance in accordance with the terms of this Warrant, be validly issued, fully
paid and nonassessable and free and clear from all taxes, liens, charges and
preemptive rights with respect to the issue thereof.

                  (b) RESERVATION OF SHARES. During the Exercise Period, the
Company shall at all times have authorized, and reserved for the purpose of
issuance upon exercise of this Warrant, a sufficient number of shares of Common
Stock to provide for the full exercise of this Warrant.

                  (c) SUCCESSORS AND ASSIGNS. This Warrant will be binding upon
any entity succeeding to the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets.

                  (d) NO IMPAIRMENT. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid, or seek to avoid the observance or performance of any
of the terms to be observed or performed hereunder by the Company, but will at
all times in good faith assist in the carrying out of all the provisions of this
Warrant and in the taking of all such action as may be necessary or appropriate
in order to protect the exercise rights of the Holder against impairment.


                                       4
<PAGE>


         4. ADJUSTMENT TO THE NUMBER OF WARRANT SHARES. During the Exercise
Period, the number of Warrant Shares and the Exercise Price shall be subject to
adjustment from time to time as provided in this SECTION 4.

                  (a) SUBDIVISION OR COMBINATION OF COMMON STOCK. During the
Exercise Period, if the Company subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) any shares of
Common Stock into a greater number of shares or other class of shares or
securities or combines (by any reverse stock split, recapitalization,
reorganization, reclassification or otherwise) any shares of Common Stock into a
smaller number of shares or other class of shares or securities, then, after the
date of record for effecting such subdivision or combination, the then this
Warrant shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as a result of such subdivision or
combination with respect to the shares of Common Stock which were subject to the
purchase rights under this Warrant immediately prior to such subdivision or
combination for the same aggregate exercise price of an amount equal to the
original Exercise Price multiplied by 1,500,000

                  (b) CONSOLIDATION, MERGER OR SALE. During the Exercise Period,
in case of any consolidation of the Company with, or merger of the Company into
any other corporation, or in case of any sale or conveyance of all or
substantially all of the assets of the Company other than in connection with a
plan of complete liquidation of the Company, then as a condition of such
consolidation, merger or sale or conveyance, adequate provision will be made
whereby the Holder of this Warrant will have the right to acquire and receive
upon exercise of this Warrant in lieu of the shares of Common Stock immediately
theretofore acquirable upon the exercise of this Warrant, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for the number of shares of Common Stock immediately theretofore acquirable and
receivable upon exercise of this Warrant had such consolidation, merger or sale
or conveyance taken place. In any such case, the Company will make appropriate
provision to insure that the provisions of this SECTION 4 will thereafter be
applicable as nearly as may be in relation to any shares of stock or securities
thereafter deliverable upon the exercise of this Warrant.

                  (c) NOTICE OF ADJUSTMENT. Upon the occurrence of any event
that requires any adjustment of the number of Warrant Shares and Exercise Price,
then, and in each such case, the Company shall issue a certificate signed by its
Chief Executive Officer or Chief Financial Officer to the Holder, which such
certificate shall state the increase or decrease in the number of Warrant Shares
purchasable and Exercise Price, setting forth in reasonable detail the event
requiring the adjustment, the method of calculation for the adjustment and the
facts upon which such calculation is based. The Company shall give notice to the
Holder at least ten (10) days prior to the date on which the Company closes its
books or takes a record for determining rights to receive any dividends or
distributions. The Company shall also give notice to the Holder at least thirty
(30) days prior to the date on which a merger, consolidation, sale or conveyance
of all or substantially all of the assets of the Company, or similar event,
shall take place.

                                       5

<PAGE>


         5. NO FRACTIONAL SHARES. No fractional shares of Common Stock are to be
issued upon the exercise of this Warrant. In lieu of delivering any fractional
shares to which the Holder would otherwise be entitled, the number of shares of
Common Stock shall be rounded to the nearest whole number.

         6. ISSUE TAX. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the Holder of such
shares for any issuance or transfer tax or other costs in respect thereof, all
of which taxes and costs shall be paid by the Company.

         7. NO RIGHTS OR LIABILITIES AS A STOCKHOLDER. This Warrant shall not
entitle the Holder to any voting rights or other rights as a stockholder of the
Company. No provision of this Warrant, in the absence of affirmative action by
the Holder to purchase Warrant Shares, and no mere enumeration herein of the
rights or privileges of the Holder, shall give rise to any liability of such
Holder for the Exercise Price or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.

         8. NO OBLIGATION TO COMPLETE A PUBLIC OFFERING. Notwithstanding
anything herein to the contrary, Delta understands and agrees that the Company
makes no representation or warranty of any kind that the Company will engage in
or complete an initial public offering of the Common Stock or any other
securities of the Company at any time. Delta understands and acknowledges that
there is no public market for this Warrant or the shares of Common Stock
issuable hereunder, and that such a public market may never develop.

         9. INVESTMENT REPRESENTATIONS. Delta, as the initial Holder of this
Warrant, represents to the Company that (a) Delta is acquiring this Warrant for
its own account, for investment purposes and not with a view to the distribution
thereof, and (b) Delta is an "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) promulgated under the Securities Act).

         10.      TRANSFER AND REPLACEMENT OF WARRANT.

                  (a) RESTRICTION ON TRANSFER. This Warrant and the rights
granted to the Holder may be sold, transferred, assigned, pledged or otherwise
disposed of (each, a "Transfer"), in whole or in part, upon surrender of this
Warrant, together with a properly executed assignment in the form attached
hereto, at the office of the Company referred to in SECTION 11 below; PROVIDED,
that any Transfer shall be subject to the conditions set forth in SUBSECTION
10(e). Until due presentment for registration of transfer on the books of the
Company, the Company may treat the registered Holder as the owner and Holder of
this Warrant for all purposes, and the Company shall not be affected by any
notice to the contrary.

                  (b) REPLACEMENT OF WARRANT. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction, or
mutilation of this Warrant and, in the case of any such loss, theft, or
destruction, upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the Company, or, in the case of any such

                                       6

<PAGE>

mutilation, upon surrender and cancellation of this Warrant, the Company, at its
expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.

                  (c) CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of
this Warrant in connection with any Transfer or replacement as provided in this
SECTION 10, this Warrant shall be promptly canceled by the Company. The Company
shall pay all taxes and all other expenses (other than legal expenses, if any,
incurred by the Holder) in connection with the preparation, execution, and
delivery of Warrants pursuant to this SECTION 10.

                  (d) REGISTER. The Company shall maintain, at its principal
executive offices (or such other office of the Company as it may designate by
notice to the Holder), a register for this Warrant, in which the Company shall
record the name and address of the person or business entity in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.

                  (e) EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time
of the surrender of this Warrant in connection with any exercise, Transfer, or
exchange of this Warrant, this Warrant (or in the case of any exercise, the
Warrant Shares issuable hereunder) shall not be registered under the Securities
Act, and under applicable state securities or blue sky laws, the Company may
require, as a condition of allowing such exercise, Transfer, or exchange (i)
that the Holder or transferee of this Warrant, as the case may be, furnish to
the Company a written opinion of counsel, which opinion and counsel shall be
reasonably acceptable to the Company, to the effect that such exercise, Transfer
or exchange may be made without registration under the Securities Act and under
applicable state securities or blue sky laws, and (ii) that the Holder or
transferee, as applicable, execute and deliver to the Company an investment
intent representation letter in form and substance reasonably acceptable to the
Company. Notwithstanding anything in this SUBSECTION 10(e) to the contrary, the
Holder may transfer this Warrant to any affiliate of the Holder without
compliance with CLAUSE (i) of this SUBSECTION 10(e).

                  (f)      LEGENDS.

                           (i) This Warrant (and each new or replacement Warrant
                           issued in accordance with the terms hereof), unless
                           and until such time as the same is no longer required
                           under the applicable requirements of the Securities
                           Act, or any applicable state securities laws, shall
                           bear the following legend:

                           "NEITHER THIS WARRANT NOR ANY OF THE SECURITIES
                           ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED
                           UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                           "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE
                           SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR
                           SALE, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF
                           IN THE ABSENCE OF REGISTRATION UNDER THE


                                       7

<PAGE>

                           SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
                           LAWS, OR THE AVAILABILITY OF AN EXEMPTION THEREFROM
                           UNDER THE PROVISIONS OF THE SECURITIES ACT AND ANY
                           APPLICABLE STATE SECURITIES LAWS."

                            (ii) Each certificate or instrument (if any)
                           representing any Warrant Shares issued upon the
                           exercise of this Warrant (and each certificate or
                           instrument representing any Warrant Shares issued to
                           transferees of this Warrant or such certificate or
                           instrument), unless and until such time as the same
                           is no longer required under the applicable
                           requirements of the Securities Act, or any applicable
                           state securities laws, shall bear substantially the
                           following legend:

                           "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                           NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
                           AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
                           APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
                           REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
                           PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED
                           OF IN THE ABSENCE OF SUCH REGISTRATION OR AN
                           EXEMPTION THEREFROM UNDER THE PROVISIONS OF THE
                           SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
                           LAWS."

         11. NOTICES. All notices, requests and other communications required or
permitted to be given or delivered hereunder to the Holder of this Warrant shall
be in writing, and shall be personally delivered, or shall be sent by certified
or registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to such Holder at the address shown for such Holder on the books of
the Company, or at such other address as shall have been furnished to the
Company by notice from such Holder. All notices, requests, and other
communications required or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed to the office of the Company at 2500 South High School
Road, Indianapolis, IN 46241, Attention: President, or at such other address as
shall have been furnished to the Holder of this Warrant by notice from the
Company. Any such notice, request or other communication may be sent by
facsimile, but shall in such case be subsequently confirmed by a writing
personally delivered or sent by certified or registered mail or by recognized
overnight mail courier as provided above. All notices, requests and other
communications shall be deemed to have been given either at the time of the
receipt thereof by the person entitled to receive such notice at the address of
such person for purposes of this SECTION 11 or, if mailed by registered or
certified mail or with a recognized overnight mail courier upon deposit with the
United States Post Office or such overnight mail courier, if postage is prepaid
and the mailing is properly addressed, as the case may be.

         12. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT
REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

                                       8

<PAGE>

         13.      MISCELLANEOUS.

                  (a) AMENDMENTS. This Warrant may only be amended by an
instrument signed by the Company and the Holder.

                  (b) DESCRIPTIVE HEADINGS. The descriptive headings of the
several paragraphs of this Warrant are inserted for purposes of reference only,
and shall not affect the meaning or construction of any of the provisions of
this Warrant.

                  (c) SEVERABILITY AND SAVINGS CLAUSE. If any one or more of the
provisions contained in this Warrant is for any reason (i) objected to,
contested or challenged by any court, government authority, agency, department,
commission or instrumentality of the United States or any state or political
subdivision thereof, or any securities industry self-regulatory organization
(collectively, "GOVERNMENTAL AUTHORITY"), or (ii) held to be invalid, illegal or
unenforceable in any respect, the Company and the Holder agree to negotiate in
good faith to modify such objected to, contested, challenged, invalid, illegal
or unenforceable provision. It is the intention of the Company and the Holder
that there shall be substituted for such objected to, contested, challenged,
invalid, illegal or unenforceable provision a provision as similar to such
provision as may be possible and yet be acceptable to any objecting Governmental
Authority and be valid, legal and enforceable. Further, should any provisions of
this Warrant ever be reformed or rewritten by a judicial body, those provisions
as rewritten will be binding, but only in that jurisdiction, on the Holder and
the Company as if contained in the original Warrant. The invalidity, illegality
or unenforceability of any one or more provisions of this Warrant will not
affect the validity and enforceability of any other provisions of this Warrant.

                  (d) COUNTERPARTS. This Warrant may be executed in any number
of counterparts, including by facsimile, and each of such counterparts shall for
all purposes be deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.

                  (e) REDEMPTION. This Warrant is not redeemable by the Company.

                  (f) SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday, Sunday or a legal holiday.


                                       9


<PAGE>





         IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
duly executed, as of the date first above written.

                                  REPUBLIC AIRWAYS HOLDINGS INC.


                                  By: /s/ Robert H. Cooper
                                      ------------------------------------
                                      Name: Robert H. Cooper
                                      Title: EVP and CFO




                                  DELTA AIR LINES, INC.


                                  By: /s/ Frederick Buttrell
                                      ------------------------------------
                                      Name: Frederick Buttrell
                                      Title: President and CEO,
                                             Delta Connection, Inc.


<PAGE>



                              [FORM OF ASSIGNMENT]


                   (TO BE EXECUTED BY THE REGISTERED HOLDER IF
                  SUCH HOLDER DESIRES TO TRANSFER THE WARRANT)

         FOR VALUE RECEIVED, ____________________ hereby sells, assigns and
transfers unto



________________________________________________________________________
(Please print name, address and taxpayer identification number or social
security number of transferee.)

the accompanying Warrant, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint:


_______________________________________________________________________________
attorney, to transfer the accompanying Warrant on the books of the Company, with
full power of substitution. The transferee's tax identification or social
security number is __________________.


Dated:_______________________, 20___.


                                    [HOLDER]



                                    By:___________________________________
                                    Name:_________________________________
                                    Title:________________________________


                                     NOTICE

         The signature to the foregoing Assignment must correspond to the name
as written upon the face of the accompanying Warrant or any prior assignment
thereof in every particular, without alteration or enlargement or any change
whatsoever.



<PAGE>



                    [FORM OF ELECTION TO PURCHASE AGREEMENT]


                   (TO BE EXECUTED BY THE REGISTERED HOLDER IF
                  SUCH HOLDER DESIRES TO EXERCISE THE WARRANT)


To:______________________:


The undersigned hereby irrevocably elects to (i) purchase [INSERT NUMBER OF]
SHARES IN WORDS] ([INSERT NUMBER OF SHARES IN NUMBERS]) of the shares of common
stock of Republic Airways Holdings Inc., $.001 par value, ("COMMON STOCK"),
pursuant to the provisions of SECTION 2(b)(i) of the accompanying warrant (the
"WARRANT"), and tenders herewith payment of the aggregate purchase price for
such Warrant Shares in full; (ii) elects to exercise the Warrant for the
purchase of [INSERT NUMBER OF SHARES IN WORDS] ([INSERT NUMBER OF SHARES IN]
NUMBERS]) of the shares of Common Stock pursuant to the provisions of SECTION
2(b)(ii) (the "CASHLESS exercise" provision) of the attached Warrant; or (iii)
elects to exercise this Warrant for the purchase of [INSERT NUMBER OF SHARES IN]
WORDS] ([INSERT NUMBER OF SHARES IN NUMBERS]) of the shares of Common Stock
pursuant to the provisions of SECTION 2(b)(iii) (the "COMBINATION EXERCISE"
provision) of the attached Warrant. The undersigned requests that certificates
for such shares of Common Stock be issued in the name of:


_____________________________________________________________________________
(Please print name and address.)

______________________________________________________________________________
(Please insert social security or other identifying number.)

The undersigned hereby confirms and acknowledges that it is acquiring the shares
of Common Stock solely for investment for its own account and not with a view to
distribution, and it will not offer, sell or otherwise dispose of any such
shares of Common Stock except in compliance with the Securities Act of 1933, as
amended, or any applicable state securities laws.

If such number of shares of Common Stock shall not be all of the shares of
Common Stock evidenced by the accompanying Warrant, the undersigned requests
that a new Warrant for the balance remaining of such Warrant Shares shall be
issued to, registered in the name of, and delivered to:


_______________________________________________________________________________
(Please print name and address.)

_______________________________________________________________________________
(Please insert social security or other identifying number.)





Dated:_________________, ______.              [HOLDER]


                                              By:___________________________
                                              Name:_________________________
                                              Title:________________________


                                     NOTICE

         The signature to the foregoing Election to Purchase Agreement must
correspond to the name as written upon the face of the accompanying Warrant or
any prior assignment thereof in every particular, without alteration or
enlargement or any change whatsoever.