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                                                                    EXHIBIT 10.5

                                                   CONFIDENTIAL TREATMENT
                                                  REQUESTED PURSUANT TO RULE 406


                              AMENDED AND RESTATED

                       REGIONAL JET AIR SERVICES AGREEMENT

                                 BY AND BETWEEN


                                 AMR CORPORATION

                                       AND

                            CHAUTAUQUA AIRLINES, INC.


                           DATED AS OF JUNE 12, 2002,

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. THE OMITTED
MATERIALS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

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                   AMENDED AND RESTATED AIR SERVICES AGREEMENT

     This Amended and Restated Agreement (the "AGREEMENT"), dated as of June 12,
2002, but to be effective as of the SABRE Cutover Date (as defined below), is
between AMR Corporation ("AMR"), a Delaware corporation having offices at 4333
Amon Carter Boulevard, Mail Drop 5494, Fort Worth, Texas, 75261, and CHAUTAUQUA
AIRLINES, INC. ("CONTRACTOR"), a New York corporation having its principal place
of business at Indianapolis International Airport, 2500 South High School Road,
Indianapolis, IN 46241. Each covenant of AA (as defined below) made herein shall
be construed to mean that AMR shall cause AA to perform such covenant.

                                   WITNESSETH:

     WHEREAS, AA holds a certificate of public convenience and necessity issued
pursuant to the federal transportation statutes authorizing it to engage in air
transportation of persons, property and mail, and is a major air carrier
providing scheduled domestic and international air transportation; and

     WHEREAS, Contractor holds a certificate of public convenience and necessity
issued pursuant to the Federal Transportation Statute authorizing it to engage
in air transportation of persons, property and mail, and is a regional air
carrier providing scheduled domestic air transportation; and

     WHEREAS, AMR and Contractor have entered into an agreement regarding the
operation of Feeder Air Service (as defined herein) utilizing regional jets
pursuant to that certain Air Services Agreement dated June 11, 2001 ("AIR
SERVICES AGREEMENT"); and

     WHEREAS, AMR and Contractor desire to amend and restate said Air Services
Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises, mutual
covenants and obligations hereinafter contained and subject to securing any and
all necessary corporate and Federal, State and local regulatory approvals, and
where necessary, airport consents or approvals, but only to the extent such
approvals and consents are required for the performance of services hereunder,
the parties agree as follows:

DEFINITIONS

     1.   "AA" means American Airlines, Inc.

     2.   "AADAMS" means American Airlines Digital Asset Management System.

     3.   "AA TARIFFS" has the meaning ascribed to it in Exhibit H.

     4.   "AATV" means AA Travel Vouchers.

     5.   "AA UNAUTHORIZED OBLIGATION" has the meaning ascribed to it in Section
          6.02(b).

     6.   "AMERICAN CONNECTION" means the name pursuant to which Contractor will
          operate Feeder Air Service.

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     7.   "AMERICAN CONNECTION MARKS" shall mean those trademarks, service
          marks, tradenames, logos, emblems, uniform designs, and distinctive
          exterior and interior color decor and patterns for aircraft, all as
          used in connection with the AA American Connection brand of commuter
          air service and listed or described on Exhibit B-1.

     8.   "ACCEPTED FREQUENT FLYER PROGRAM" means the AAdvantage Frequent Flyer
          Program and any other carrier's frequent flyer program designated by
          AA.

     9.   "ACQUIRING PARTY" has the meaning ascribed to it in Section 9.02(b).

     10.  "ACT" means the Securities Act of 1933, as amended.

     11.  "AFFILIATE" means, with respect to a Person, any other Person
          controlling, controlled by, or under common control with, such Person.

     12.  "AIRPORT SUPPORT SERVICES" means those Ground Handling, Passenger
          Handling Duties associated with providing AA's desired ground service
          levels in conjunction with the Feeder Air Services contemplated
          herein.

     13.  "AMERICAN EAGLE" OR "AE" means AMR Corporation's wholly owned regional
          airline, American Eagle Airlines, Inc.

     14.  "AMR ENTITIES" means AMR Corporation and its successors, subsidiaries,
          Affiliates, parent companies, general partners, limited partners,
          predecessors and assigns, including but not limited to TWA, AA and AE.

     15.  "APPROVED AIRCRAFT" means any aircraft included in the Fleet Plan and
          made a part of this Agreement.

     16.  "ATAC" means AA's automated agent check out system.

     17.  "ATA MANUAL" means the Air Transportation Association's Air Cargo
          Council Trade Practice Manual.

     18.  "AUTOMATION EQUIPMENT" has the meaning ascribed to it in Exhibit L.

     19.  "BAGGAGE CLAIM" means notification by a passenger that his baggage has
          been lost, damaged, delayed, pilfered or stolen and may originate in
          the form of a report prepared on behalf of the passenger by airline
          personnel, which may or may not entitle the passenger to receive
          compensation.

     20.  "BANKRUPT PARTY" has the meaning ascribed to it in Section 7.02(a).

     21.  "BLOCK HOUR" means that time that commences when an aircraft moves
          under its own power for the purpose of flight and ends when the
          aircraft comes to rest after landing.

     22.  "BMAS" or "BAGGAGE MANAGEMENT ANALYSIS SYSTEM" means an internal AA
          baggage tracking system.

     23.  "CALL OPTION" has the meaning ascribed to it in Section 7.03.

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     24.  "CAUSE" means termination of this Agreement prior to the end of the
          Term for any of the reasons specified in Section 7.02.

     25.  "CDO" means continual duty overnight.

     26.  "CHARTER FLIGHT" means an unpublished revenue flight marketed by an
          AMR Entity and operated by Contractor with an Approved Aircraft.

     27.  "CLAIMS" has the meaning assigned to it in Section 6.03(b).

     28.  "CLDR" means the Contractor Location Departure Ratio as defined in
          Exhibit E.

     29.  "COMMON STOCK" has the meaning ascribed to it in Section 9.03(d).

     30.  "COMPLETION FACTOR" means number of Scheduled Flights operated divided
          by number of Scheduled Flights.

     31.  "CONNECTING PASSENGERS" means passengers whose flight itinerary
          involves a transfer to (or from) a Contractor flight from (or to) an
          AA or AA Affiliate flight at the STL Hub, Focus City or other such
          location where Contractor has connections to multiple AA destinations.

     32.  "CONSUMER ADJUSTMENTS" has the meaning ascribed to it in Exhibit F.

     33.  "CONSUMER PRICE INDEX" or "CPI" means the reference index published by
          the Bureau of Labor Statistics Data, U.S. Department of Labor
          Statistics Data, U.S. Department of Labor for the Consumer Price Index
          - All-Urban Consumers, U.S. City average, all items (Base year 1982 -
          1984 = 100).

     34.  "CONTRACTOR" means Chautauqua Airlines, Inc.

     35.  "CONTRACTOR CONVERSION" means the complete assumption by Contractor of
          ground operations at a Covered Location, which results in the Covered
          Location becoming a Contractor Location.

     36.  "CONTRACTOR LOCATION" means any Feeder Airport terminal facility where
          Contractor has managerial responsibility for the disposition of
          facilities and the performance of Airport Support Services pursuant to
          the operation of Contractor's Feeder Air Service Flights.

     37.  "CONTRACTOR TICKETING LOCATION" has the meaning ascribed to it in
          Exhibit F.

     38.  "CONTRACTOR UNAUTHORIZED OBLIGATION" has the meaning ascribed to it in
          Section 6.02(a).

     39.  "CONVERSION EXPENSES" has the meaning ascribed to it in Section 7.03.

     40.  "CORPORATE COMPLAINT RATIO" means Corporate Complaints per 1,000
          boarded passengers.

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     41.  "CORPORATE COMPLAINTS" means total number of complaints received by
          Contractor and AA from passengers which are attributable to
          Contractor's American Connection service, as tracked and reported in
          AA's CAARE System or any successor system.

     42.  "COSTS" has the meaning ascribed to it in Exhibit E.

     43.  "COVERED CONVERSION" means the complete assumption by an AMR Entity of
          ground operations at a Feeder Airport which results in the Feeder
          Airport becoming a Covered Location.

     44.  "COVERED LOCATION" means any Feeder Airport terminal facility where an
          AMR Entity has managerial responsibility for the disposition of
          facilities and the performance of Airport Support Services pursuant to
          the operation of Contractor's Feeder Air Service Flights.

     45.  "CRS" means computerized reservation system.

     46.  "CUSTOMER SERVICE POLICIES AND PROCEDURES" means the procedures
          prescribed in writing by AA from time to time, for various activities
          relating to the provision of air transportation services.

     47.  "DBC" means denied boarding compensation.

     48.  "DEFAULTING PARTY" has the meaning ascribed to it in Section 7.02(a).

     49.  "DESIGNATED USERS" has the meaning ascribed to it in Exhibit L.

     50.  "DISCREPANCY NOTICES" has the meaning ascribed to it in Exhibit F.

     51.  "DOD" means United States Department of Defense.

     52.  "DOT" means United States Department of Transportation.

     53.  "ENPLANEMENT TICKET TAXES" means Taxes required to be remitted by the
          operating carrier at the time of enplanement under applicable law or
          industry standard.

     54.  "ESCALATION PERCENT" and "EP" shall be defined and calculated pursuant
          to Schedule E-4.

     55.  "EXCLUDED TAXES" means Taxes measured or determined by gross or net
          income or profits, assets, capital or net worth.

     56.  "EXTRAORDINARY TRANSACTION" has the meaning ascribed to it in Section
          9.03(a).

     57.  "FAA" means United States Federal Aviation Administration.

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     58.  "FEEDER AIR SERVICE" and "FEEDER AIR SERVICE FLIGHTS" means scheduled
          air transportation utilizing the AA code, and operated by Contractor
          as American Connection or comparable AA fully branded flights under a
          non-exclusive license to use the AA Marks in connection with such
          transportation.

     59.  "FEEDER AIRPORT" means any airport, other than the Hub, where
          Contractor provides Feeder Air Service Flights at the request of AA
          pursuant to this Agreement.

     60.  "FINAME" means Agencia Especial de Financiamento Industrial - Finame,
          a Brazilian Federal public company.

     61.  "FIRM APPROVED AIRCRAFT" has the meaning ascribed to it in Schedule
          C-1.

     62.  "FLEET PLAN" shall mean the schedule of placing aircraft into
          operation for Feeder Air Service and code share flights as more fully
          set forth in Exhibit C.

     63.  "FOCUS CITY" shall mean any airport so designated by AA other than the
          STL Hub where AA and/or an AA Affiliate has connections to multiple
          points within the AA network.

     64.  "FORCE MAJEURE" has the meaning ascribed to it in Section 7.03.

     65.  "FOS" means AA's Flight Operations System.

     66.  "FTP" means File Transfer Protocol.

     67.  "GROUND HANDLING" and "GROUND HANDLING DUTIES" means the provision of
          one or more of the following: (1) handling, loading, and unloading of
          baggage, cargo and mail, (2) receipt and dispatch, including,
          towing/pushback, and observing aircraft engine start (3) baggage
          delivery, (4) servicing potable water (5) connection and removal of
          ground power unit and pre-conditioned air, (6) Light Aircraft
          Cleaning, and (7) any other similar duties agreed upon by the parties
          in writing.

     68.  "HOLDING COMPANY" has the meaning ascribed to it in Section 9.02.

     69.  "HUB" and "STL" means Lambert - St. Louis International Airport, St.
          Louis, Missouri.

     70.  "INSECURE PARTY" has the meaning ascribed to it in Section 7.02(a).

     71.  "IPO" has the meaning ascribed to it in Section 9.03(d).

     72.  "IPO PARTICIPATION RIGHT" has the meaning ascribed to it in Section
          9.03(d).

     73.  "IPO SHARE PRICE" has the meaning ascribed to it in Section
          9.03(d)(1).

     74.  "IPO SHARES" has the meaning ascribed to it in Section 9.03(d).

     75.  "LABOR CONTRACT RESTRICTIONS" means certain contractual limitations
          related to AA commuter carriers and the operation of regional jets as
          stated in the AA-Allied Pilots Association collective bargaining
          agreement dated May 5, 1997, as amended from time to time, or any
          successor agreement.

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     76.  "LEASE" means a long-term aircraft lease for Approved Aircraft that
          complies with the provisions hereof.

     77.  "LIGHT AIRCRAFT CLEANING" means wiping interior surfaces and windows,
          sweeping/vacuuming, crossing seat belts, folding blankets, trash
          removal, clean/restock seatback pockets and overhead bins, mopping
          galley and lavatory, and lavatory service on an as needed basis.

     78.  "MAGSA" has the meaning ascribed to it in Exhibit E.

     79.  "MARKS" means any trademark, trade name, trade dress, service mark,
          domain name, or other indicia of ownership owned or used by the AMR
          Entities.

     80.  "MASTER AGREEMENT" means a Master Agreement, in substantially the form
          of Master Agreement 372, dated as of June 11, 2002, by and among
          American Eagle, Contractor and FINAME, relating to any Approved
          Aircraft.

     81.  "MISHANDLED BAGS" means total number of Baggage Claims received by AA
          from Connecting Passengers for which Contractor is at fault for lost,
          damaged, delayed, or pilfered baggage.

     82.  "MITIGATING FACTORS" means on days where AA operations control has
          advised Contractor operations control that AA is "thinning" its
          operation, the reduction of Contractor's maximum 100% completion
          number by the percentage of flights cancelled by AA and the exclusion
          of those "thinned" Contractor flights from the Completion Factor
          calculation for the purposes of assessing penalties pursuant to
          Exhibit J.2.C.

     83.  "NEW AHI CALCULATED RATE" has the meaning ascribed to it in Schedule
          E-3.

     84.  "NEW PLI CALCULATED RATE" has the meaning ascribed to it in Schedule
          E-3.

     85.  "NTSB" means the National Transportation Safety Board.

     86.  "OAG" means the Official Airline Guide.

     87.  "ON-TIME ARRIVAL" means a Scheduled Flight that arrives prior to 15
          minutes after scheduled arrival time; cancelled and diverted flights
          are not considered on-time arrivals.

     88.  "ONE-TIME CALL OPTION" has the meaning ascribed to it in Section
          7.03(b).

     89.  "ONE-TIME PUT OPTION" has the meaning ascribed to it in Section 7.03.


     90.  "ORIGINAL APPROVED AIRCRAFT" has the meaning ascribed to it in
          Schedule C-1.

     91.  "PASSENGER HANDLING" and "PASSENGER HANDLING DUTIES" means the
          provision of one or more of the following in conformance with Customer
          Service Policies And Procedures: (1) ticketing and check-in of
          passengers, including boarding pass issuance, re-accommodating and
          reprotecting passengers, (2) gate passenger processing,

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          including aircraft boarding and deplaning duties via jetway or ramp
          level, (3) baggage service office duties, (4) passenger security
          screening, (5) skycap services, (6) special passenger assistance, and
          (7) any other duties normally agreed upon by the parties in writing.

     92.  "PASS THROUGH COSTS" mean those specific costs identified in Schedule
          E-3.

     93.  "PAWOB" means passengers arriving without bags.

     94.  "PAYOR" has the meaning ascribed to it in Section 8(f).

     95.  "PERFORMANCE PERIOD" means a six (6) month period, from January 1 -
          June 30, and from July 1 - December 31.

     96.  "PERSON" means a natural person, a corporation, a partnership, a
          limited liability company, an estate, a governmental agency or any
          other entity.

     97.  "PRIVATE PLACEMENT SHARES" has the meaning ascribed to it in Section
          9.03(d)(2).

     98.  "PROPOSED AGREEMENT" has the meaning ascribed to it in Section
          10.04(c).

     99.  "REVENUE PASSENGER" means each passenger who holds a ticket
          (electronic or otherwise), flight coupon, voucher, or other form of
          document which is valid for travel. The term "Revenue Passenger"
          includes all passengers boarded on a Contractor American Connection
          flight except AA, Contractor, and/or other airline employees,
          dependents and other eligible persons traveling on a space available
          or positive space basis in conjunction with an employee travel
          benefits program.

     100. "RJ TURN FEE" has the meaning ascribed to it in Exhibit E.

     101. "RON" means remain over night.

     102. "RPMs" means revenue passenger miles.

     103. "SABRE CUTOVER DATE" means December 2, 2001, the date designated by AA
          that Contractor discontinues the use of WorldSpan technology and
          commences the use of Sabre Services in the performance of its duties
          under this Agreement.

     104. "SABRE SERVICES" means the computerized SABRE Reservations and
          Ticketing Service (or any similar or substitute service offered by or
          on behalf of AA), including associated support systems as designated
          by AA that performs flight, hotel, rental car and other travel related
          services, reservations and ticket issuance functions.

     105. "SCHEDULED FLIGHTS" means those flights published in AA's CRS as of
          seven (7) days prior to departure date.

     106. "SHARED CODE SHARING JET FLIGHTS" shall mean the regional jet air
          transportation operated by Contractor, as may be designated in writing
          by AA from time to time, which flights are code shared with AA and a
          third party air carrier.

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     107. "SHIPMENTS" has the meaning ascribed to it in Exhibit H.

     108. "SSIM" means Standard Schedules Information Manual.

     109. "STANDARD MARKED" means Approved Aircraft painted with the "American
          Connection" markings and distinctive colors described in Exhibit B-1
          in addition to being painted with Contractor's name in such fashion as
          AA shall approve, such approval not to be unreasonably withheld or
          delayed; PROVIDED, that with respect to the Original Approved
          Aircraft, until August 31, 2002, the term "Standard Marked" shall
          include the Trans World Express" markings and distinctive colors
          described in Exhibit B-2.

     110. "TAX" or "TAXES" means any foreign, federal, state, local, municipal,
          provincial, territorial or port taxes, including, without limitation,
          sales and use taxes, gross receipts taxes in the nature of sales tax,
          value added taxes, goods and services taxes, stamp taxes and other
          similar taxes, fees, duties, imposts, licenses and charges (including
          interest and penalties thereon) assessed, levied or imposed by a
          competent authority under applicable law except for Excluded Taxes and
          Ticket Taxes.

     111. "TERM" has the meaning ascribed to it in Section 7.01(a).

     112. "TICKET TAXES" means any foreign, federal, state, local, municipal,
          provincial, territorial or port taxes, fees, duties, imposts, licenses
          and charges (and any interest and penalties thereon) that may be
          assessed, levied or imposed on, or otherwise collected from, customers
          in connection with the transportation of persons or property by air
          under applicable law or industry standards, including, without
          limitation, sales and use taxes, gross receipts taxes in the nature of
          sales taxes, stamp taxes, value added taxes, goods and services taxes,
          excise taxes, arrival/departure taxes, custom, immigration,
          agricultural and inspection fees, passenger facility charges and
          similar user charges or surcharges.

     113. "TWA" means TWA Airlines, LLC, a subsidiary of American Airlines, Inc.

     114. "TWA MARKS" means those trademarks, service marks, tradenames, logos,
          emblems, uniform designs, and distinctive exterior and interior color
          decor and patterns for aircraft all as used in connection with the
          Trans World Express brand of commuter air service and listed or
          described on Exhibit B-2.

     115. "UNCONTROLLABLE CANCELLATIONS" means cancellations that are not due to
          any failure of Contractor or its vendors or subcontractors to provide
          equipment, facilities, personnel, aircraft and crews necessary to
          operate scheduled Feeder Air Service flights and include, without
          limitation cancellations due to acts or omissions of AA or any other
          third party or cancellations due to acts of God.

     116. "USPS" means the United States Postal Service.

     117. "WORLDTRACER" means an external AA baggage tracking system.

                                     *  *  *

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ARTICLE 1 - OPERATION OF FEEDER AIR SERVICES

1.01 - USE OF MARKS

        (a) Contractor has no right or permission to use any of the Marks
            without first receiving AA's express written approval to do so.
            Subject to the terms of this Agreement, as amended, Contractor is
            hereby granted the non-exclusive, non-transferable right and license
            to use the TWA Marks (but only to the extent affixed to the Original
            Approved Aircraft) and to use the American Connection Marks both in
            connection with the operation of Contractor's Feeder Air Services.
            If Contractor receives written permission to reproduce any
            additional Marks, then Contractor will be given access to the AADAMS
            so that Contractor may retrieve accurate renditions of such Marks.
            Contractor acknowledges and agrees that it has permission to use to
            the extent provided herein only the TWA Marks and the American
            Connection Marks and those Marks to which it has been granted access
            on AADAMS. Contractor may not use the Marks in any manner other than
            as contemplated by this Agreement, as amended. Contractor
            acknowledges that the Marks are the property of the AMR Entities,
            and upon termination of this Agreement, Contractor will immediately
            cease use of the Marks. Under no circumstances will Contractor: (1)
            use or display any Marks (other than the TWA Marks) that Contractor
            obtained from a source other than AADAMS; (2) alter the Marks in any
            way; or (3) display the Marks without the appropriate proprietary
            rights notices. Contractor agrees that it shall in no way contest or
            deny the validity of, or the right or title of the AMR Entities in
            or to the Marks, and shall not encourage or assist others directly
            or indirectly to do so, whether during the Term of this Agreement or
            thereafter. Contractor will take no actions that are adverse to the
            AMR Entities' ownership rights in the Marks. Contractor shall not
            utilize the Marks in any manner that would diminish their value or
            harm the reputation of the AMR Entities. Contractor shall not use or
            register any domain name that is identical to or similar to any of
            the Marks without first receiving AA's prior written approval. Upon
            written request from AA, Contractor agrees to provide AA with
            reports at least every ninety days setting forth Contractor's use of
            the Marks. Contractor may combine these reports with any other
            report Contractor provides to AA under this Agreement. Contractor
            will not, under any circumstances, transfer, sell, or give away to a
            third party any products bearing the Marks that do not meet AA's
            quality standards.

            Notwithstanding the above, and except as may be otherwise provided
            herein, Contractor shall have no right to use the TWA Marks beyond
            the date that 145-08 is removed from service under the phase out
            plan set forth in Schedule C-1.

        (b) The Feeder Air Services operated by Contractor shall be identified
            as follows:

                 1.  The name "American Connection" and/or other American
            Connection Marks shall be painted on aircraft and ground equipment
            used for Contractor's Feeder Air Service Flights in accordance with
            paint color and graphic design specifications of AA; no other
            identification shall appear on the aircraft and ground equipment
            except that Contractor's name shall appear in such fashion as AA
            shall approve. Use of the "American Connection" painted aircraft for
            Charter Flight use is also permitted.

                 2.  Signage at the STL Hub and at Feeder Airport ticket
            counters and gates shall depict the name "American Connection"
            and/or other American Connection Marks in accordance with size,
            color and design specifications of AA. "American Connection"

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            is a Mark as defined by this Agreement and subject to the provisions
            relating to Marks, including but not limited to Section 1.01(a).

                 3.  All Feeder Air Services shall be operated under the name
            "American Connection" or other such name, incorporating an AA Mark,
            as AA shall from time to time approve. All Feeder Air Service
            Flights shall be identified by an "AA" or "AA*" designator code, as
            appropriate, in the OAG; in AA, Contractor, and third party computer
            reservations systems, including internet reservation systems; in AA
            timetables; in airport flight information displays; and in passenger
            tickets and like media distributed to or accessed by travel agents,
            other airlines or the public.

                 4.  Contractor personnel at Feeder Airports and Hub ramp
            positions and gates used for "American Connection" flights shall
            wear an AA designed "American Connection" uniform, if so designated
            by AA.

                 5.  All ground equipment used by Contractor for the Feeder Air
            Services shall be painted in an AA's color scheme, and identified by
            an "American Connection" marking.

                 6.  All advertising and promotion of the Feeder Air Services by
            Contractor or by AA shall use the name "American Connection," and
            not the Contractor name, except to the extent required by law for
            disclosure of the operating carrier.

                 7.  To the extent not already implemented, AA and Contractor
            shall establish a Marks conversion timeline to effect the usage of
            the American Connection Marks at locations where TWA Marks are in
            use.

        (c) In the event AA adopts new or different American Connection Marks
            for which AA grants Contractor a license pursuant to subsection (a)
            above, AA may require Contractor to use such new or different
            American Connection Marks in connection with Contractor's Feeder Air
            Services and if AA does so, Contractor's right and license to use
            previously licensed American Connection Marks shall automatically
            terminate upon completion of Contractor's changeover to the new
            American Connection Marks pursuant to Section 1.02(l). Contractor's
            right and license to use any and all Marks shall also automatically
            terminate after 10 days prior written notice and opportunity to cure
            in the event Contractor does anything during the Term of this
            Agreement to contest, infringe or abridge AA's rights in any
            American Connection Marks or TWA Marks.

        (d) AA may from time to time change the Marks and logos used for
            "American Connection" service. At any time during the Term of this
            Agreement, and in the sole discretion of AA, Contractor may be
            required to use such new or different Marks, external or internal
            color decor and patterns on its Approved Aircraft and uniform design
            as AA may determine and to discontinue use of certain other Marks;
            PROVIDED, Contractor will not be required to discontinue its use of
            TWA Marks on the Original Approved Aircraft until August 31, 2002.
            Upon written notice from AA, which will include the specifications
            for any such changes, Contractor will effect such changes as
            promptly as practicable. Contractor will pay all costs it incurs in
            any painting and decor modification of its aircraft as a result of a
            change in AA's specifications of its external and internal decor;
            PROVIDED such modifications occur at the end of the useful life of
            the existing decor. For the purposes of this subsection, the parties
            agree that the useful life shall be forty-eight (48) months from the
            date the Approved Aircraft are decorated with the American
            Connection

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            Marks. If AA requires a change to new or different American
            Connection Marks on a Contractor aircraft which has been previously
            decorated with the American Connection Marks within the last four
            years, the cost of such modifications will be prorated between AA
            and Contractor based upon forty-eight (48) month useful life
            commencing on the date each aircraft is decorated with the American
            Connection Marks. For example, if AA requires Contractor to repaint
            an Approved Aircraft at the end of the third year (36th month) of
            its useful life, Contractor would be responsible for 75% of the cost
            and AA would be responsible for the remaining 25% of the cost.

1.02 - SERVICE DESCRIPTION

        (a) Contractor will continue Feeder Air Service with Original Approved
            Aircraft as described in the Fleet Plan in Schedule C-1. Further,
            Contractor will commence Feeder Air Service with Firm Approved
            Aircraft (as defined in Schedule C-1) upon the Sabre Cutover Date
            (which shall not be prior to October 1, 2001), including obtaining
            all DOD, DOT, FAA and other regulatory approvals and will phase-in
            operation of all Firm Approved Aircraft in accordance with the in
            service dates provided in the Fleet Plan in Schedule C-1. Contractor
            will discontinue operation of all Original Approved Aircraft in
            accordance with the phase-out dates indicated in the Fleet Plan
            provided in Schedule C-1. Unless otherwise agreed by AA, Contractor
            will operate all flights under this Agreement with such aircraft
            type and passenger seat capacity as specified in the Fleet Plan.

            Contractor acknowledges that in the event such Firm Approved
            Aircraft are not placed into service as of the date(s) indicated in
            the Fleet Plan, except to the extent any such delay or failure
            arises out of (i) an event that would give rise to a right to
            terminate this Agreement for Force Majeure, or (ii) a matter
            exempted from this Section 1.02(a) under the terms of Section
            7.03(c), AA will suffer damages in connection with air
            transportation services AA intended to market and sell in connection
            with the use of such Firm Approved Aircraft. Accordingly, in such
            situation, [*].

        (b) Contractor agrees to operate Feeder Air Services from concourse `B'
            or some other space at the STL Hub as designated by AA that is
            adequate to perform its duties hereunder. Contractor shall not
            operate Approved Aircraft in revenue service at the Hub except for
            the Feeder Air Services (other than occasional Charter Flights).

        (c) Contractor acknowledges and agrees that participation in the
            American Connection program obligates Contractor to offer and
            maintain a quality and professional level of service in terms of
            schedules, customer service, and the like. Accordingly, at the
            request of AA, the parties will: (1) meet to review and discuss the
            services, operations, and objectives of Contractor as an American
            Connection carrier; and (2) jointly develop a written business plan
            for the operations and services of Contractor. Contractor will use
            its commercially reasonable best efforts to comply with said
            business plan and to accommodate all reasonable recommendations of
            AA in these respects.

        (d) It is understood and agreed that the use of regional jets in the
            performance of services under this Agreement is subject to Labor
            Contract Restrictions. Further, with respect to AA, the provision of
            Feeder Air Service on certain routes and with certain aircraft types
            is subject to certain restrictions in existing agreements with other
            parties. Accordingly, Contractor agrees to dedicate such aircraft
            type and number to accommodate such Labor Contract Restrictions.
            Notwithstanding the foregoing, AA represents that Contractor

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            shall have the right to provide Contractor's Feeder Air Services
            with Firm Approved Aircraft.

        (e) Contractor may operate its Feeder Air Services as an American
            Connection carrier only as directed in writing by AA. Pursuant to
            the terms of this Agreement, AA hereby consents to Contractor's
            operation as an American Connection carrier with respect to such
            routes and frequency of service designated by AA in writing.

            At AA's request Contractor agrees to enter into such agreements(s)
            with another air carrier (holding a valid and effective Certificate
            of Public Convenience and Necessity or other appropriate authority)
            as may be necessary to implement Shared Code Sharing Jet Flights
            with such other carrier in connection with the Feeder Air Service
            Flights which are the subject of this Agreement, including, but not
            limited to, passenger and baggage transit procedures.

        (f) Contractor agrees to maintain the Feeder Air Service in accordance
            with the criteria set forth in Exhibits A and C, with respect to the
            aircraft types and operation of Feeder Air Service Flights. Within
            the operating capability of the aircraft used by Contractor, and
            subject to equipment availability and the other provisions of this
            Agreement, Contractor will comply with all requests by AA to
            increase, decrease, or in any other way adjust or terminate the
            flight frequencies or city pairs, or both, as operated and served
            pursuant to the provisions of Exhibit A. AA will cooperate with
            Contractor to optimize the use of its aircraft and crews to maintain
            schedule integrity and efficiency. Contractor agrees to assist AA
            with market planning and sales functions as requested by AA.
            Coinciding with each regular AA schedule change after the date
            hereof, Contractor shall adjust the scheduled times of operation of
            its Feeder Air Service Flights as directed by AA, based on a minimum
            connecting time of [*] or such other minimum connect time as AA may
            from time to time publish. Additionally, the Feeder Air Service
            Flights shall at all times be maintained by Contractor at levels
            sufficient to satisfy the Scheduled Flights.

        (g) AA shall be responsible for schedule production for Contractor's
            Feeder Air Service Flights and input of such schedules into AA's
            scheduling system. However, AA may delegate certain of those
            functions and responsibilities to a third party or by mutual
            agreement with Contractor, to Contractor. Such schedule changes will
            be included in the information sent to the OAG.

        (h) Procedures for regular submission of schedules shall be set forth in
            a procedures manual which will be jointly developed by Contractor
            and AA scheduling departments.

        (i) All aircraft used by Contractor to provide the Feeder Air Services
            shall comply with the applicable portions of Parts 298 and 25 of the
            Economic Regulations of the DOT and Part 121 of the Federal Aviation
            Regulations, or their successor regulations as applicable. Further,
            aircraft types shall be subject to acceptance by AA in accordance
            with the approved Fleet Plan provided for in Exhibit C.

        (j) All aircraft used for the Feeder Air Services shall be Standard
            Marked. From time to time, Contractor may temporarily (for not more
            than 60 days, unless approved in writing by AA, such approval not to
            be unreasonably withheld or delayed) operate Approved Aircraft that
            are not Standard Marked (as provided in Exhibit C(1)(A)(3)) but
            utilize an AA flight designator. All of Contractor's airport ticket
            counters and gates used for Feeder Air Services shall display AA
            timetables (and such promotional material as is

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            from time to time furnished by AA), and shall be identified by
            signage as described in Exhibit B-1. All Feeder Air Service Flights
            shall display on the exterior (adjacent to the boarding door) and in
            the interior of the aircraft, an AA approved sign or legend
            identifying the flight as an "American Connection" flight "operated
            by Chautauqua Airlines, Inc." Aircraft safety briefing cards shall
            incorporate the American Connection Marks. Contractor shall also
            distribute or place American Way or other magazines in the aircraft
            seat pockets as determined and provided by AA. No other airline
            magazine shall be placed in aircraft used for Feeder Air Services.

        (k) Contractor shall require all of its personnel in job classifications
            requiring direct public contact who provide Contractor's Feeder Air
            Services to wear uniforms and accessories furnished by Contractor
            which are of colors and styles as approved by AA from time to time.
            Other Contractor employees who are visible to the public and who
            provide Contractor's Feeder Air Services are to wear industry
            standard AA approved uniforms furnished by Contractor as are
            appropriate for the locale and environment. AA will consider
            modifications to such uniforms that may better represent the demands
            of the regional airline employee (E.G. exposure to elements and
            cross utilization).

1.03 - STANDARDS OF SERVICE AND PERFORMANCE

        Contractor agrees that, in providing services under this Agreement in
        conjunction with one or more of the AA Marks, it will maintain or exceed
        the Standards of Service and Performance Standards set forth in Exhibits
        D and J respectively. AA will have the right, from time to time, to
        inspect Contractor's Feeder Air Services to determine if they conform
        with such Standards. Failure on the part of AA to conduct such
        inspections will not relieve Contractor of its obligations to conform to
        the applicable standards. The extent to which Contractor meets, exceeds
        or fails to meet certain of the Performance Standards shall determine
        the amount of the performance incentive paid to Contractor by AA or
        performance penalty paid to AA by Contractor in accordance with the
        terms set forth in Exhibit J.

ARTICLE 2 - SUPPORT SERVICES AND FACILITIES

2.01 - GENERAL

        AA and Contractor agree that support services and facilities shall be
        required to provide a high quality, seamless Feeder Air Service to
        passengers. Facilities must, at all times, be kept clean, up-to-date,
        and have adequate signage and lighting. Both parties agree to adhere to
        the provisions described herein as the mechanism by which such support
        services and facilities shall be managed.

2.02 - RESERVATIONS SUPPORT SERVICES

        AA, at its sole cost, will handle reservations for all Feeder Air
        Service Flights in the same manner and within the same standards that AA
        utilizes to handle its own reservations.

2.03 - COMPUTERIZED RESERVATIONS SYSTEM AND ASSOCIATED SERVICES

        (a) AA, at its sole cost, will provide Contractor with Sabre Services,
            including without limitation, maintenance of the Feeder Air Service
            Flights seat inventory and passenger processing, and other
            associated support systems as directed by AA.

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        (b) Contractor will perform and maintain in effect its standard SABRE
            equipment and systems use agreement at all times during the Term of
            this Agreement. Contractor shall comply with the provisions of
            Exhibit L.

        (c) Unless otherwise agreed to in writing between Contractor and AA,
            connecting reservations to or from AA or other air carriers in an
            "AA" itinerary will be made by AA and Contractor (and their
            respective agents) and by other airlines in accordance with AA's
            practices and any currently applicable industry methods and
            procedures. In all cases, SABRE will be used by Contractor to
            confirm the reservations of American Connection passengers through
            the entire itinerary of their scheduled trips. AA will make
            reasonable efforts to notify passengers of any last minute changes
            in Contractor's Feeder Air Service schedules or operations,
            consistent with notification practices and policies for AA's own
            flights.

        (d) Contractor shall provide AA in a timely manner, and in the format
            required by AA, such flight movement, bulkout, sales and other
            information as AA reasonably requires to enable it to carry out the
            reservations, sales, invoicing, audit, planning, and other services
            to be performed by AA under this Agreement.

        (e) AA shall be responsible for the collection and remittance of all
            booking fees, passenger facilities charges (PFCs), transportation
            Taxes, and the like, applicable to Contractor's Feeder Air Services.

2.04 - OPERATIONS

        (a) Contractor will provide accurate updates of its flights' planned and
            actual departure and arrival times (including updates of
            irregularities) in SABRE as soon as the planned flight schedule is
            changed, or the flight departs or arrives, or suffers an
            irregularity. In the event of flight delays, cancellations or other
            schedule irregularities affecting Contractor's Feeder Air Services
            Flights, and as soon as information concerning such irregularities
            is available, Contractor shall update AA's FOS system via SABRE to
            reflect such information. Further, when requested by AA, Contractor
            will notify the designated AA department/personnel regarding certain
            irregularities. For purposes of this Agreement, such scheduled and
            actual departure and arrival and irregularity information shall be
            known as "FLIFO." If Contractor becomes aware of any station(s)
            which have any deficiencies in reporting FLIFO as required by this
            Section, Contractor will promptly take corrective action to remedy
            such problem including, if requested by AA, the submission to AA of
            a corrective action plan.

        (b) Contractor will be solely responsible for, and AA will have no
            obligations or duties with respect to, the dispatch of Contractor's
            flights. For the purposes of this Section, the term "flight
            dispatch" will include, but will not be limited to, all planning of
            aircraft itineraries and routings, fueling and flight release.

        (c) Each party hereby represents, warrants and agrees that all air
            transportation services performed, including the maintenance of
            aircraft and engines, pursuant to this Agreement or otherwise shall
            be conducted in full compliance with all applicable statutes,
            orders, rules, regulations and notifications, whether now in effect
            or hereafter promulgated, of all governmental agencies having
            jurisdiction over its operations, including, but not limited to, the
            FAA, DOD, and DOT. Each party's compliance with such governmental
            statutes, orders, rules, regulations and notifications will be the
            sole and exclusive obligation of the

                                       14
<Page>

            operating carrier, and the non-operating carrier will have no
            obligation, responsibility, or liability, whether direct or
            indirect, with respect to such matters. Additionally, Contractor
            will comply during the Term of this Agreement with the AA/American
            Connection Safety Standards, as described on Exhibit I.

        (d) From time to time and upon the request of Contractor or its flight
            crews, AA shall furnish Contractor's flight crews with such U.S.
            Weather Bureau information or data as may be available to AA,
            provided that in furnishing any such weather information or data to
            Contractor: (1) neither AA nor its employees or agents will be
            responsible or liable for the accuracy thereof; and (2) that any and
            all costs incurred by AA in connection with providing such weather
            information or data will be paid by Contractor.

2.05 - STATION FACILITIES, EQUIPMENT AND GROUND SUPPORT SERVICES

        (a) Covered Locations

            At all Covered Locations, AA, at its sole cost, shall provide
            Contractor with all Airport Support Services, equipment, and
            facilities, with the exception of the following:

                 1.  aircraft on-call maintenance;
                 2.  crew lounge;
                 3.  equipment which is unique or specific for the operation of
            Approved Aircraft at that location; and
                 4.  fuel services, to include into plane services.

            At Covered Locations where an AMR Entity has the capability to
            provide the above excluded equipment and Airport Support Services,
            Contractor agrees to allow AA to bid on these items, and will use AA
            if competitively priced.

            In the event AA requires that Contractor utilize third party vendors
            to provide Airport Support Services not excluded above, AA shall
            directly enter into agreements with such vendors at AA's sole cost.
            AA reserves the right, at its sole discretion, to instruct
            Contractor to directly enter into agreements with third party
            vendors to provide Airport Support Services not excluded above with
            any resulting charges to be handled in accordance with Exhibit
            E.1.C.

        (b) Contractor Locations

                 1.  At all Contractor Locations, Contractor, at its sole cost,
            shall provide all manpower, equipment and airport facilities
            necessary to provide Airport Support Services for Contractor's
            Feeder Air Service Flights with the exception of any incremental
            fluid, manpower, or vendor costs associated with the de-icing of
            Contractor aircraft. Charges for such de-icing at Contractor
            Locations shall be handled in accordance with Exhibit E(1)(C)(3-4).

                 2.  Contractor agrees to staff Contractor Locations that have
            three (3) or more daily round trips (weekdays) with its own
            employees where facility constraints permit. Contractor shall be
            given reasonable notice of schedule changes that will require it to
            staff under this provision.

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                 3.  In the event AA and/or its Affiliate(s) operates a flight
            to a Contractor Location and requests Contractor to handle such
            flight, AA agrees to pay Contractor for Airport Support Services
            provided by Contractor, at the rate of [*] per scheduled departure
            plus any incremental charges unique to such aircraft versus
            Contractor jet aircraft (E.G., jetways and special equipment,
            including the incremental cost of additional personnel to operate
            such special equipment).

                     However, where AA operates flight(s) to Contractor
                     Locations that utilize a third party vendor to provide
                     Airport Support Services, AA shall, if it desires to use
                     such vendor, directly enter into agreement(s) with such
                     vendor.

                 4.  For the initial purchase of new Contractor Location
            automation equipment, as defined in Exhibit L, Contractor and AA
            agree to adhere to the terms set forth in Exhibit E(3).

        (c) The Hub

                 1.  Except as provided in subsection 3 below, at the Hub,
            Contractor, at its sole cost, shall be responsible for the gate
            operations of its passengers and aircraft, security screening
            charges, purchasing its equipment and leasing its facilities,
            including facilities improvement surcharges. Contractor, at its sole
            cost, shall enter into and maintain an operating agreement with AA
            for space adequate to perform its duties hereunder at Lambert - St.
            Louis International Airport.

                 2.  At the Hub, AA, at its sole cost, shall be responsible for
            providing ticket counter services, skycap services, all passenger
            busing resulting from AA mandated remote parking of Contractor
            aircraft, remote de-icing service for regional jet aircraft (when
            such a remote de-icing operation is in effect for AA), and de-icing
            fluid for on-gate de-icing. Charges associated with the de-icing
            fluid for on-gate de-icing shall be handled in accordance with the
            provisions set forth in Exhibit E(1)(C)(3-4).

                 3.  At AA's sole discretion, AA, and/or its Affiliate, or a
            third party may assume all gate and ramp handling duties at the Hub,
            as detailed in subsection 1 above, upon 120 days prior written
            notice. In such case and for this purpose only, the Hub would be
            considered a Covered Location. In such event, AA and Contractor
            shall modify the cost model to reflect such a change
            proportionately.

        (d) Contractor Conversion

            In the event AA or an AA Affiliate no longer staffs personnel at a
            Covered Location, AA reserves the right to designate such former
            Covered Location as a Contractor Location, and Contractor will
            completely assume ground operations at such former Covered Location.

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        (e) Covered Conversion

            In the event of a Covered Conversion, AA, at its sole discretion,
            may purchase and Contractor agrees to sell, at Contractor's net book
            value, any existing equipment necessary to operate AA flights.
            Furthermore, before hiring new employees in that city, provided they
            meet AA's eligibility requirements, AA shall allow Contractor's
            employees to apply for appropriate positions in that location.

2.06 - SALES; PROMOTION; PASSENGER SERVICE DOCUMENTS

        (a) AA will be responsible for advertising the Feeder Air Services
            except as otherwise provided for herein.

        (b) Contractor agrees to dedicate sales representatives, at its sole
            cost and expense to support the marketing of Feeder Air Services
            hereunder, at the request of AA.

        (c) Contractor will notify all Feeder Air Service passengers connecting
            to AA flights, via AA-provided ticket jackets and appropriate
            signage, AA's passenger liability limits (Warsaw and domestic),
            conditions of carriage, denied boarding compensation and like
            matters. Contractor also agrees to adopt and maintain AA's domestic
            (and if applicable, international) baggage liability rules as well
            as AA's PAWOB and DBC policies as are from time to time in effect.
            In selling air transportation of passengers, both on-line and
            off-line, Contractor will use AA passenger ticket stock. Contractor
            will report and remit to AA all ticket sales in accordance with the
            Accounting Procedures set forth in Exhibit F.

        (d) In the performance of its duties hereunder, Contractor will follow
            the Customer Service Policies and Procedures using AA passenger
            handling documents, including but not limited to ticket stock,
            travel vouchers, baggage tags, passenger refund and compensation
            checks, and the like. Contractor will reimburse AA for any expenses
            incurred as a result of Contractor's non-compliance with the
            Customer Service Policies and Procedures, in accordance with Exhibit
            F.

        (e) AA will include in its public timetables all of the Feeder Airports
            and the scheduled Feeder Air Services provided by Contractor
            pursuant to this Agreement, along with appropriate notations showing
            that services between the Hub and such Feeder Airports are flights
            operated by Contractor as an independent contractor. All such
            references in AA's public timetables shall also contain notations
            indicating that use of the name "American Connection" or any Marks
            by Contractor is pursuant to a limited trademark license from AA.

        (f) Area phone directories (white and yellow pages) for the Feeder
            Airports will include, at the earliest possible time (at the expense
            of AA), the AA toll free reservations phone number which shall be
            answered by AA reservations personnel in accordance with Section
            2.02, and, if desired by AA, a local phone number for the station.

        (g) Contractor is authorized to, and shall, issue AA boarding passes to
            those passengers checking in at the Feeder Airports who are ticketed
            for AA, or an AA Affiliate and American Connection connections at
            the Hub. AA and its Affiliates, as appropriate will issue boarding
            passes to those passengers checking in for such Feeder Air Service
            Flights at all locations where AA or an AA Affiliate provides
            Passenger Handling Duties.

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<Page>

        (h) AA shall be responsible for sales programs promoting "American
            Connection" and the Feeder Air Services including, without
            limitation, Contractor participation in AA's "AAdvantage" Program.
            No advertisement, solicitation, document or any other material using
            any AA Mark will be published or otherwise promulgated without AA's
            prior inspection and approval. No advertising that relates in any
            way to AA, American Connection or Contractor's Feeder Air Services
            will be placed by Contractor with an advertising agency unless AA
            has given its prior consent regarding copy, layout and the specific
            media plan. In addition, if AA has agreed to share the costs of any
            such advertising, Contractor will obtain the prior consent of AA
            regarding the funds to be expended for such advertising.

        (i) Contractor shall participate in the AAdvantage Frequent Flyer
            Program at no charge to Contractor. Feeder Air Service passengers
            shall be eligible to accrue and redeem mileage on such flights and
            on AA, and/or AA Affiliate flights consistent with AA's policies for
            AA. Contractor shall carry all passengers traveling pursuant to
            award travel from an Accepted Frequent Flyer Program at no charge to
            AA.

2.07 - BAGGAGE HANDLING AND SETTLEMENT

        (a) In the performance of its duties hereunder, Contractor will follow
            the Customer Service Policies and Procedures related to baggage
            handling, including procedures for delayed, pilfered, lost, and
            damaged baggage. Baggage Claims shall be settled in accordance with
            the procedures specified in Exhibit F.

        (b) The parties agree to report and search for AA (and/or AA Affiliate)
            and American Connection lost baggage in accordance with AA's
            procedures using WorldTracer and/or BMAS as appropriate..

ARTICLE 3 - PASSENGER FARES

3.01 - PASSENGER FARES

        AA has sole responsibility to establish all fares for Contractor's
        Feeder Air Services under this Agreement.

3.02 - CONTRACTOR COMPENSATION

        In consideration for the Feeder Air Services provided hereunder, AA
        shall pay Contractor the amounts set forth in Exhibit E.

3.03 - INVENTORY CONTROL

        AA shall establish and maintain all inventory and seat allocations on
        flights operated by Contractor pursuant to this Agreement. AA may at its
        discretion delegate this responsibility to a third party or to
        Contractor, subject to Contractor's concurrence to perform such duties
        for the time period requested by AA.

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ARTICLE 4 - SMALL PACKAGE, FREIGHT AND MAIL

     Terms for an American Connection small package, freight and mail service on
     Feeder Air Service Flights are set forth in Exhibit H. Settlement of all
     small package and mail transportation transactions shall be in accordance
     with Exhibit F.

ARTICLE 5 - OTHER ACTIVITIES

     (a)  Contractor shall not either directly or indirectly engage (or attempt
          to engage) on its own behalf in any revenue air transportation (other
          than pursuant to this Agreement) in any of the routes between the Hub
          and Feeder Airports.

     (b)  Nothing in this Agreement shall prohibit Contractor or its Affiliates
          from operating such air services as they may desire, except to the
          extent such activities directly conflict with the express provisions
          of this Agreement. In this regard, both parties recognize that this
          Agreement would be violated if:

                 1.  Contractor, or any Affiliate of Contractor, entered into a
          cooperative marketing and service arrangement comparable to this
          Agreement with another air carrier providing feeder air service in
          connection with hub operations at MEM, BNA, MCI or any location within
          fifty (50) statute miles of the STL Hub.

                 2.  Contractor or any of its Affiliates operates aircraft with
          Marks for non-Feeder Air Service (other than for Charter Flights).

                 3.  Contractor, or any Affiliate of Contractor, markets any
          flight to or from the Hub with any name other than as provided herein,
          including but not limited to, under Contractor's or such Affiliate's
          own two letter airline code.

     (c)  Contractor agrees to not engage in any conflicting activity referred
          to in (b) above unless the AA has given its advance written consent
          for such activity to be undertaken, except as may otherwise be
          provided for herein.

     (d)  Nothing in this Agreement shall prohibit any of the AMR Entities from
          operating such air services as they may desire. Further, nothing in
          this Agreement shall prohibit AA from engaging in comparable "American
          Connection" cooperative marketing and services arrangements with other
          operators of aircraft.

     (e)  Contractor will not use any of the services, facilities or equipment
          provided by AA to Contractor or its Affiliates under this Agreement
          for air transportation or related services provided by Contractor
          outside the scope of this Agreement. Neither Contractor nor any of its
          Affiliates will be permitted to operate aircraft bearing Marks in city
          pairs other than those specified by AA without the prior written
          consent of AA. Contractor will not, without AA's prior written
          consent, permit any third party, whether under a lease arrangement or
          otherwise, to operate any aircraft in revenue service bearing Marks.

     (f)  AA reserves the right, at its sole discretion, to finance any option
          Aircraft and become the Lessor of such aircraft to Contractor under
          the terms of a Lease.

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ARTICLE 6 - LIABILITY, INDEMNIFICATION AND INSURANCE

6.01 - INDEPENDENT CONTRACTORS

        (a) The employees, agents, and independent contractors of Contractor
            engaged in performing any of the services Contractor is to perform
            pursuant to this Agreement shall be deemed to be employees, agents
            or independent contractors of Contractor for all purposes, and under
            no circumstances shall be deemed to be employees, agents or
            independent contractors of AA or any of the other AMR Entities. In
            its performance under this Agreement, Contractor shall act, for all
            purposes, as an independent contractor and not as an agent of AA or
            any of the other AMR Entities. Neither AA nor any of the other AMR
            Entities shall have supervisory power or control over any employees,
            agents or independent contractors engaged by Contractor in
            connection with its performance hereunder, and all complaints or
            requested changes in procedures shall, in all events, be transmitted
            by AA to a designated officer of Contractor. Nothing contained in
            this Agreement is intended to limit or condition Contractor's
            control over its operations or the conduct of its business as an air
            carrier, and Contractor and its principals assume all risks or
            financial losses which may result from the operation of the air
            services to be provided by Contractor hereunder.

        (b) The employees, agents, and independent contractors of AA engaged in
            performing any of the services AA is to perform pursuant to this
            Agreement shall be deemed to be employees, agents, and independent
            contractors of AA for all purposes, and under no circumstances shall
            be deemed to be employees, agents or independent contractors of
            Contractor. In its performance under this Agreement, AA shall act,
            for all purposes, as an independent contractor and not as an agent
            of Contractor. Contractor shall have no supervisory power or control
            over any employees, agents or independent contractors engaged by AA
            in connection with its performance hereunder, and all complaints or
            requested changes in procedures shall, in all events, be transmitted
            by Contractor to a designated officer of AA. Nothing contained in
            this Agreement is intended to limit or condition AA's control over
            its operations or the conduct of its business as an air carrier.

6.02 - UNAUTHORIZED OBLIGATIONS

        (a) Nothing in this Agreement authorizes AA to make any contract,
            agreement, warranty, or representation on Contractor's behalf, or to
            incur any debt or obligation in Contractor's name ("CONTRACTOR
            UNAUTHORIZED OBLIGATION"); and AA hereby agrees to defend,
            indemnify, save, release, reimburse and hold Contractor, its
            officers, directors, shareholders, employees and agents harmless
            from any and all liabilities, claims, judgments and obligations
            which arise as a result of or in connection with, or by reason of
            any such Contractor Unauthorized Obligation made by AA, its
            officers, directors, shareholders, employees, agents or independent
            contractors in the conduct of AA's operations.

        (b) Nothing in this Agreement authorizes Contractor to make any
            contract, agreement, warranty, or representation on AA's behalf or
            on behalf of any other AMR Entity, or to incur any debt or
            obligation in AA's name or on behalf of any other AMR Entity ("AA
            UNAUTHORIZED OBLIGATION"); and Contractor hereby agrees to defend,
            indemnify, save, release, reimburse and hold AA, the AMR Entities,
            and their respective officers, directors, shareholders, employees
            and agents harmless from any and all liabilities, claims, judgments
            and obligations which arise as a result of or in connection with, or
            by

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            reason of any such AA Unauthorized Obligation made by Contractor,
            its officers, directors, shareholders, employees, agents or
            independent contractors in the conduct of Contractor's operations.

        (c) The fact that Contractor's operations are conducted under Marks and
            listed under the TW designator code will not affect their status as
            flights operated by Contractor for purpose of this Agreement or any
            other agreement between the parties. Further, both parties
            acknowledge that the Contractor's Feeder Air Services are flights
            operated by Contractor and both parties agree to advise passengers
            and all third parties of Contractor's operation of these flights as
            required by applicable law, rule, or regulation.

6.03 - INDEMNIFICATION AND INSURANCE

        (a) Each party, with respect to its own employees, accepts full and
            exclusive liability for the payment of worker's compensation and/or
            employer's liability insurance premiums with respect to such
            employees, and for the payment of all Taxes, contributions or other
            payments for unemployment compensation or old age benefits, pensions
            or annuities now or hereafter imposed upon employers by the
            government of the United States or by any state or local
            governmental body with respect to such employees measured by the
            wages, salaries, compensation or other remuneration paid to such
            employees, or otherwise, and each party further agrees to make such
            payments and to make and file all reports and returns, and to do
            everything necessary to comply with the laws imposing such Taxes,
            contributions or other payments.

        (b) Contractor shall indemnify, defend, hold harmless and promptly
            reimburse AA, the AMR Entities and their respective directors,
            officers, employees and agents from and against any and all claims,
            suits, penalties, liabilities, judgments, fines, losses and expenses
            of any nature or kind ("CLAIMS") arising out of, caused by or
            occurring in connection with (or alleged to arise out of, be caused
            by or be occurring in connection with):

                 1.  The death of or injury to persons, or delay or loss of or
            damage to property (including aircraft, baggage or cargo) occurring
            while such persons or property are under the control or in the
            custody of, or being transported by Contractor (including, for the
            avoidance of doubt, claims arising out of death of or injury to
            Feeder Air Service passengers traveling on AA tickets that implement
            limits or conditions of liability or jurisdictional rules with
            respect to passenger claims that differ from those of Contractor),
            except to the extent caused by the willful misconduct of AA or
            another AMR Entity; and

                 2.  Negligent acts or omissions of Contractor that are in any
            way related to services contemplated by this Agreement, except for
            Claims arising from the death of, or injury to, persons, or delay or
            loss of or damage to property occurring while such persons or
            property are in the control or custody of, or being transported by,
            AA of the type referred to in Section 6.03(c)(1), in which case AA
            shall indemnify and reimburse Contractor, notwithstanding such
            negligent (but not willful) acts or omissions of Contractor.

        (c) AA shall indemnify, defend and hold harmless Contractor and its
            directors, officers, employees and agents from and against any and
            all Claims arising out of, caused by or occurring in connection with
            (or alleged to arise out of, be caused by or occurring in connection
            with):

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                 1.  The death of or injury to persons, or delay or loss of or
            damage to property (including aircraft, baggage or cargo) occurring
            while such persons or property are under the control or in the
            custody of, or being transported by, AA, except to the extent caused
            by the willful misconduct of Contractor.

                 2.  Negligent acts or omissions of AA that are in any way
            related to services contemplated by this Agreement, except for
            Claims arising from the death of, or injury to, persons, or delay or
            loss of or damage to property occurring while such persons or
            property are in the control or custody of, or are being transported
            by, Contractor of the type referred to in Section 6.03(b)(1) (in
            which event Contractor shall indemnify and reimburse AA
            notwithstanding such negligent (but not willful) acts or omissions
            of AA); and

                 3.  Passenger claims based on AA's failure to properly issue
            and complete transportation documentation in accordance with the
            provisions of the standard Airlines Clearing House or IATA ticketing
            procedures, including the failure to put a proper notice of the
            limits of liability on such documentation (it being understood that
            in ticketing Feeder Air Service passengers, AA is entitled to apply
            the limits of liability provided for in its own conditions of
            carriage).

        (d) During the Term of the Agreement, Contractor agrees to maintain
            Airline Liability insurance, including comprehensive/commercial
            general liability, passenger (including passengers on Feeder Air
            Service flights, and all other revenue and non-revenue passengers),
            baggage, cargo, mail, and aircraft third party legal liability (all
            policies shall be extended to include war risks, hijacking, and
            allied perils), with limits of at least [*] per any one occurrence
            or such higher limits as Contractor may have in effect during the
            Term of this Agreement. Such insurance policies shall be with an
            insurance company or companies of recognized financial
            responsibility, and satisfactory to AA, and which at a minimum
            shall:

                 1.  Name AA, the AMR Entities, and their directors, officers,
            employees, agents and representatives as Additional Insureds,

                 2.  Contain a Breach of Warranty Clause in favor of AA and the
            other Additional Insureds, insuring AA's and their interests
            regardless of any breach or violation by Contractor of any
            warranties, declarations or conditions contained in such policies,

                 3.  Contain a Waiver of Subrogation Clause in favor of AA and
            the other Additional Insureds, to the extent Contractor has waived
            its rights against AA under this Agreement,

                 4.  Contain a Cross Liability Clause, providing AA and each of
            the other Additional Insureds the benefit of all of the provisions
            of the policy, except the limits of liability, in the same manner as
            if there were a separate policy covering each insured,

                 5.  Specifically state that the indemnification agreement
            stated in (b) above is insured as a contractual obligation of
            Contractor's insurers,

                 6.  Contain a provision requiring Contractor's insurers to
            provide AA with a written notice of any cancellation or adverse
            material change in such insurance and

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            providing that the same shall not be effective as to the benefit and
            interest of AA or any of the other Additional Insureds for thirty
            (30) days after written notice of such cancellation or adverse
            material change is received by Contractor and AA,

                 7.  Contain a provision stating that Contractor's liability
            policy is primary without a right of contribution from any policy
            carried by AA or any of the other Additional Insureds. The notice
            period in respect of war and allied perils coverage shall be seven
            days or such lesser period as is or may be available in accordance
            with policy conditions, and

                 8.  Contain a Date Recognition Limited Coverage Write-Back
            clause or endorsement, in the event Contractor's insurance policy
            contains a Date Recognition Exclusion clause.

        (e) Hull All Risk insurance, including war risk, which shall include a
            waiver of subrogation in favor of the AMR Entities to the extent of
            the indemnity specified in Section 6.03(b), and

        (f) Contractor agrees to furnish AA, in a timely manner, and not later
            than the expiration date of each respective policy, with
            certificates of insurance evidencing its maintaining and renewal of
            the insurance required under (d) above.

6.04 - ENVIRONMENTAL

        With respect to all matters which relate to or may affect the
        environment, each party agrees to conduct its operations (including its
        compliance with all federal, state and local laws and regulations
        relating to pollution or the environment) in a prudent manner consistent
        with industry policies and practices related to environmental matters,
        including, without limitation, taking reasonable preventive measures
        consistent with such policies and practices to avoid liabilities related
        to environmental matters.

ARTICLE 7 - EFFECTIVE DATE, TERMINATION AND CANCELLATION

7.01 - EFFECTIVE DATE AND TERM

        (a) This Agreement became effective as of the SABRE Cutover Date and
            will continue in effect through February 1, 2013, unless terminated
            or canceled at an earlier date pursuant to one or more of the
            provisions of this Article 7 or Exhibit J(2)(D)(the "TERM").

        (b) In the event there is any change in the statutes governing the
            economic regulation of air carriers, or in the applicable rules,
            regulations or orders of the DOT or some successor agency or
            department of the government having jurisdiction over air
            transportation which change or changes materially affect the rights
            and/or obligations presently in force with respect to the air
            transportation services of AA or Contractor, or both, or in the
            event for reasons wholly beyond the control of the parties, the AA
            designator code cannot for any reason be used as contemplated under
            this Agreement, then the parties will consult within thirty (30)
            days after any of the occurrences described herein, in order to
            determine what, if any, changes to this Agreement are necessary or
            appropriate, including but not limited to the early termination and
            cancellation of this Agreement. If the parties hereto are unable to
            agree whether any change or changes to this Agreement are necessary
            or appropriate, or as to the terms of such changes, or whether the
            Agreement should be

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            cancelled in light of the occurrences described above, then the
            parties shall submit the matter to a neutral third party mediator
            who will assist the parties in reaching a mutually agreeable
            settlement in accordance with the Commercial Mediation Rules of the
            American Arbitration Association. Each party covenants to cooperate
            in any such proceeding for up to thirty (30) days.

7.02 - TERMINATION

        In  addition to the foregoing provisions of this Article:

        (a) If one party (the "DEFAULTING PARTY") becomes insolvent or fails to
            pay debts as they become due; or if the Defaulting Party takes steps
            leading to its cessation as a going concern; makes an assignment for
            the benefit of creditors or a similar disposition of the assets of
            the business; or if the Defaulting Party either ceases or suspends
            operations for reasons other than a strike, then the other party
            (the "INSECURE PARTY") may on five (5) business days prior written
            notice, terminate this Agreement on notice to the Defaulting Party
            unless the Defaulting Party, within said five (5) business days,
            gives adequate assurance of the future performance of this Agreement
            by establishing an irrevocable letter of credit, issued by a U.S.
            bank acceptable to the Insecure Party, on terms and conditions
            acceptable to the Insecure Party, and in an amount sufficient to
            cover all amounts potentially due from the Defaulting Party under
            this Agreement. Such letter of credit may be drawn upon by the
            Insecure Party if the Defaulting Party does not fulfill its
            obligations under this Agreement in a timely manner.

            If bankruptcy proceedings are commenced with respect to either party
            ("BANKRUPT PARTY") and if this Agreement has not otherwise
            terminated, then the non-bankrupt party may suspend all further
            performance of this Agreement until the Bankrupt Party assumes or
            rejects this Agreement pursuant to Section 365 of the Bankruptcy
            Code or any similar or successor provision. Within thirty (30) days
            of the commencement of such bankruptcy proceeding, the Bankrupt
            Party agrees to move the Court in which such bankruptcy proceeding
            is pending to assume or reject this Agreement. Any such suspension
            of further performance by the non-bankrupt party pending the
            Bankrupt Party's assumption or rejection will not be a breach of
            this Agreement and will not affect the non-bankrupt party's right to
            pursue or enforce any of its rights under this Agreement or
            otherwise.

        (b) Unless provided for elsewhere in this Agreement, and except for the
            failure to make payments of amounts when due, if either party shall
            fail to perform, keep, and observe any of the material terms,
            covenants or conditions herein contained on the part of such party
            to be performed, kept or observed (other than insurance requirements
            or any other condition or requirement, noncompliance with which is
            specifically covered under another subsection of this Article 7),
            the other party may give notice in writing to correct the condition
            or cure the default and, if the condition or default continues for
            thirty (30) days after the receipt of notice by the defaulting party
            and, if within that thirty (30) day period the defaulting party has
            not prosecuted with due diligence and corrected or commenced efforts
            to correct the condition or default, the other party may then
            terminate this Agreement upon an additional thirty (30) days prior
            written notice, and this Agreement shall thereupon cease and expire
            at the end of such additional thirty (30) days in the same manner
            and with the same effect as if it were the expiration of the
            original term. For purposes of this Article 7.02 (b), Contractor's
            failure to comply with the Standards of Service as set forth in
            Exhibit D hereof, shall be deemed a material default.

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            If either party shall fail to make payment of amounts when due under
            this Agreement after receiving written notice thereof, the
            non-paying party shall have five (5) business days after the receipt
            of such written notice to cure such non-payment.

            If Contractor shall fail to make any "Escrow Payment" as defined in
            and required under any Escrow Agreement (as defined in any Master
            Agreement) entered into pursuant to a Master Agreement by and among
            Contractor, American Eagle and JP Morgan Chase Bank, Contractor
            shall have five (5) business days after receipt of written notice
            from AA of such failure to cure such non-payment and in the event
            Contractor fails to cure such failure within such period, AA may
            terminate this Agreement on such fifth business day.

        (c) In the event Contractor fails to meet any of the milestones, as may
            be provided in a corrective action plan pursuant to Exhibit J(3)(D),
            AA may terminate this Agreement upon fifteen (15) days written
            notice to Contractor.

        (d) If the services of the Airline Clearing House are withdrawn as to
            either party, or if either party suspends or is required to suspend
            all system operations for any safety reason, the other party may
            terminate this Agreement upon five (5) days prior written notice.

        (e) In the event of a material breach of any representation or warranty
            of Article 2.04(c), that in AA's reasonable discretion, creates a
            serious and imminent threat to the safe operation of Contractor's
            American Connection Services, AA may immediately terminate this
            Agreement in writing.

        (f) In the event of any material failure to comply with the insurance
            provisions of Article 6.03, this Agreement may be immediately
            terminated by AA.

        (g) Early termination or cancellation of this Agreement based on one or
            more of the provisions of this Article 7 shall not be construed so
            as to relieve any party hereto of any debts or monetary obligations
            to any other party that shall have accrued hereunder prior to the
            effective date of such termination or cancellation, or any damages
            suffered as a result of such termination, if such termination is due
            to a breach of this Agreement.

        (h) In the event of the replacement of the President and Chief Executive
            Officer of Contractor (or any executive performing the duties of a
            chief executive officer however so titled) (the "CEO"). Contractor
            shall have the right to designate an interim CEO. At such time as
            Contractor identifies or selects a proposed permanent replacement
            CEO (or at Contractor's option, one or more candidates for the
            position of permanent replacement CEO) (collectively, the "Proposed
            CEO"), Contractor shall provide written notice to AA identifying
            such Proposed CEO. AA shall have the right to approve (such approval
            not to be unreasonably withheld) or disapprove (such disapproval not
            to be unreasonably provided) such Proposed CEO, and shall provide
            written notice to Contractor of its approval or disapproval within
            10 business days following AA's receipt of notice of the Proposed
            CEO. In the event AA fails to provide notice of its approval or
            disapproval within such 10 day period, AA shall be conclusively
            deemed to have approved the Proposed CEO. In the event Contractor
            fails to identify a Proposed CEO who is approved by AA as provided
            herein within 180 days after the replacement of the CEO, AA may
            terminate this Agreement.

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        (i) In the event of a termination of this Agreement prior to the end of
            the Term for any reason, AA agrees to reimburse Contractor for any
            pre-paid aircraft rents under any Lease for all Firm Approved
            Aircraft upon the date of such termination.

        (j) Upon termination of this Agreement for any reason, the right to use
            Marks granted herein will immediately revert back to AA.

        (k) AA may terminate this Agreement without Cause upon 180 days prior
            written notice; PROVIDED, that (1) such notice may not be given
            prior to September 30, 2005, (2) AA shall reimburse Contractor for
            the unamortized portion of training start up costs (principal only)
            pursuant to the amortization table attached hereto as Exhibit M
            corresponding to the month during which the Agreement terminates,
            (3) the provisions of Section 7.03 herein will apply, (4) such
            notice may not be given unless AMR shall have executed and delivered
            to Contractor a Guaranty of the obligations of American Eagle or its
            successor under each Master Agreement substantially in the form
            attached thereto; provided, however, that no Guaranty shall be
            required for any particular Master Agreement if AA shall have
            assumed American Eagle's obligations under such Master Agreement in
            accordance with the terms thereof, and (5) a termination without
            Cause shall be void and of no force and effect and this Agreement
            shall continue in full force and effect, if so required pursuant to
            Section 4.4(a) of any Master Agreement, in which case AA shall not
            be entitled to exercise its option pursuant to this Section 7.02(k)
            to terminate this Agreement without Cause until such time as the
            Termination Suspension Reason (as defined in the applicable Master
            Agreement) would no longer prevent the Leveraged Lease Conversion
            (as defined in the applicable Master Agreement) from occurring. As
            a condition to AA's conversion of any option Aircraft to Firm
            Approved Aircraft, AA and Contractor will negotiate a mutually
            acceptable extension of the date set forth in clause (1) of this
            Section 7.02(k) prior to conversion of the option Aircraft.

        (l) A material failure to represent the AA brand to the same extent as
            other users of the AA brand, including AE and other American
            Connection carriers, as reasonably specified by AA in writing and
            uniformly applied to all users of the AA brand, including AE and
            other American Connection carriers, will be deemed cause for
            termination of this Agreement as provided in Section 7.02, provided
            that such failure is noted in two consecutive audits.

        (m) The provisions of Sections 6.02, 6.03, 6.04, 7.03, 11.01, 11.02,
            11.03, 11.04, 13.02 and Article 8 shall survive the termination of
            this Agreement.

        (n) In the event AA or AMR terminates this Agreement prior to April 30,
            2008, or Contractor terminates this Agreement prior to April 30,
            2008, based upon a breach by AA or AMR, AA shall reimburse
            Contractor for the unamortized portion of certain concessions
            granted by Contractor in this Agreement pursuant to the amortization
            table attached hereto as Exhibit N corresponding to the month during
            which the Agreement terminates.

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7.03 - RECIPROCAL OPTION FOR ASSIGNMENT OF LEASES

        (a) In the event of a termination of this Agreement for Cause by AA,
            Contractor grants to AA an option to be assigned any or all of the
            Leases for the Firm Approved Aircraft (the "CALL OPTION"),
            exercisable at its sole discretion, at the date notice of such
            termination is delivered to Contractor. AA may exercise this Call
            Option by written notice delivered to Contractor, within 60 days
            following delivery of the notice of such termination, designating
            those Leases to be assigned to AA. Upon delivery of notice of such
            exercised Call Option, Contractor will be deemed to have assigned
            all of its rights and duties under the designated Leases to AA.
            Contractor shall pay within 30 days of invoice for any maintenance
            conversion expenses required to transfer the Firm Approved Aircraft
            subject to such Leases from compliance with the Contractor's
            FAA-approved maintenance program to AA's FAA-approved maintenance
            program ("CONVERSION EXPENSES"). Further, any parts and components
            subject to "power-by-the-hour" maintenance arrangements shall be
            paid in full by Contractor through the date of termination of this
            Agreement.

        (b) In the event of termination of this Agreement without Cause by AA:

                 1.  AA grants to Contractor a one-time option to assign to AA
            any or all of the Leases for the Firm Approved Aircraft (the
            "ONE-TIME PUT OPTION"), exercisable, at its sole discretion, within
            60 days after Contractor's receipt of written notice of termination
            by AA. Contractor may exercise this One-Time Put Option by written
            notice delivered to AA within such 60 days exercising the One-Time
            Put Option and designating those Leases to be put to AA. Upon
            delivery of notice of such exercise of the One-Time Put Option, AA
            will be deemed to assume the designated Leases on the schedule set
            forth in subsection (3) below.

                 2.  Contractor grants to AA a one-time Call Option (the
            "ONE-TIME CALL OPTION") to be assigned any or all of the Leases for
            the Firm Approved Aircraft, exercisable, at its sole discretion, at
            the date notice of such termination is delivered to Contractor. AA
            may exercise this One-Time Call Option by written notice delivered
            to Contractor contemporaneously with the notice of such termination.
            Upon delivery of notice of such exercised One-Time Call Option,
            Contractor will be deemed to have assigned all of its rights and
            duties under the designated Leases to AA on the schedule set forth
            in subsection (3) below.

                 3.  Following notice of the One-Time Put Option or One-Time
            Call Option under this subsection (b), the parties shall meet not
            later than 90 days following such notice, to effect a plan of
            orderly transition and wind down of the Agreement. Such transition
            plan shall include, but not be limited to a transition phasing of
            the designated aircraft from Contractor to AA (beginning not later
            than the 181st day following such notice), at a rate of two aircraft
            per month, on the last day of each month, for five months, based on
            a schedule to be determined by AA, followed by the remaining five
            aircraft on the last day of the sixth month. In such event, the Term
            of the Agreement will be deemed to continue until the last
            designated aircraft is phased from Contractor to AA, provided
            however that performance measurement pursuant to Exhibit J shall not
            be applicable during such a transition.

            Contractor will not be liable for Conversion Expenses under this
            Section 7.03(b), provided that Contractor continues to operate each
            Firm Approved Aircraft in strict

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            accordance with its approved maintenance program following notice of
            termination, up to and including the date of termination of this
            Agreement. Further, any parts and components subject to
            "power-by-the-hour" arrangements must be paid in full by Contractor
            through the date of termination of this Agreement in the event of
            the exercise of either a Put Option or Call Option pursuant to this
            Section 7.03(b).

            AA agrees to indemnify and hold harmless Contractor from and against
            any Claim arising from events or circumstances occurring after the
            date of assignment out of any Lease that AA is deemed to assume
            hereunder.

            Contractor agrees to indemnify and hold harmless AA from and against
            any Claim arising from events or circumstances occurring on or
            before the date of assignment out of any Lease that AA is deemed to
            assume hereunder.

        (c) Contractor agrees not to enter into any lease or similar arrangement
            (however so titled) for Firm Approved Aircraft other than pursuant
            to a Lease. Contractor will not amend any Leases, or waive any
            material rights thereunder, without the prior written consent of AA,
            such consent not to be unreasonably withheld.

                 1.  Each Lease entered into by Contractor must, at a minimum,
            contain terms providing for the following: (1) the Lease must be not
            less than 13 years in duration; (2) the Lease must be assignable to
            AA without the consent of the Lessor and may not contain any
            provisions that, upon assignment of such Lease to AA, impose a
            penalty or any other adverse action on AA as a result of such
            assignment; (3) the Lease must be assignable to AA under the exact
            same terms and provisions as existed in the Lease immediately prior
            to such assignment and such terms may not become more onerous to the
            Lessee over the Term of the Lease; (4) shall contain a "half-life"
            return condition provision; and (5) AA must have the ability to
            purchase the leased aircraft on commercially reasonable terms
            reasonably acceptable to AA.

                 2.  AA will make its representative reasonably available for
            consultation and assistance in negotiating a Lease. Once terms and
            provisions of a Lease have been agreed upon by Contractor and the
            lessor, Contractor shall provide a copy of such Lease to AA. AA will
            then have ten (10) business days to approve the Lease (such approval
            not to be unreasonably withheld) or to disapprove the Lease (such
            disapproval not to be unreasonably provided), and to provide written
            notice to Contractor of such approval or disapproval. If AA
            disapproves a Lease, it shall include in its notice of disapproval a
            detailed statement of the reasons for its disapproval and a detailed
            statement of any suggested non-economic changes, which if obtained
            by Contractor, would require AA to approve the Lease, as modified.
            In the event AA fails to provide notice of its approval or
            disapproval within such 10 business day period, AA shall be
            conclusively deemed to have accepted the Lease. Approval or
            disapproval of a Lease by AA shall not be considered a waiver of its
            rights hereunder with respect to future Leases. In the event that AA
            desires to change any non-economic term or provision of the Lease or
            add a new term or provision and such changes are reasonable taking
            into account the aircraft type subject to the proposed Lease and the
            relative bargaining power of Contractor, Contractor shall have 15
            business days to seek to effect such changes. Further, during both
            the period in which AA reviews and comments on the Lease term (up to
            10 business days) and the period in which Contractor seeks to effect
            such changes (up to 15 business days), Contractor shall be exempt
            from the [*] of delay liquidated damages provided for in

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            Section 1.02(a). If such changes cannot be agreed upon between
            Contractor and the lessor, then Contractor may not enter into the
            Lease.

                 3.  To the extent that AA requires changes to a Lease that
            cause a delay in placing a Firm Approved Aircraft into service, AA
            will not be entitled to, and Contractor will not be liable for, the
            penalty of [*] of delay per regional jet, as liquidated damages,
            provided for pursuant to Section 1.02(a).

                 4.  AA agrees that a Lease may be between (A) Solitair Corp.,
            an affiliate of Contractor, as lessor and Contractor as lessee, (B)
            between Contractor as lessor and Contractor as lessee, or (C)
            between a subsidiary of Contractor as lessor and Contractor as
            lessee. The rent, residual and early buyout price and termination
            value schedule shall be determined on the commencement date of the
            Lease using the Warren & Selbert ABC Program using the inputs set
            forth and marked with an asterisk on Exhibit P attached hereto with
            such input items to be adjusted from time to time as provided
            therein.

        (d) Notwithstanding the foregoing, Contractor shall be entitled to
            finance its acquisition of Firm Approved Aircraft pursuant to a
            secured loan provided by FINAME, which secured loan shall be deemed
            to be a Lease, so long as in connection with such secured loan
            Contractor and FINAME enter into a Master Agreement with respect to
            such Firm Approved Aircraft (in which case AA or its assignee shall
            enter into such Master Agreement). For any Firm Approved Aircraft
            that is financed in such manner, the rent, residual and early buyout
            price and termination value schedule shall be determined on the
            commencement date of the applicable Master Agreement using the
            Warren & Selbert ABC Program using the inputs set forth and marked
            with an asterisk on Exhibit P attached hereto with such input items
            to be adjusted from time to time as provided therein.

        (e) AA hereby assigns to American Eagle its rights and obligations upon
            the exercise by either Contractor or AA, as applicable, of the
            One-Time Put Option, the One-Time Call Option or the Call Option for
            Approved Aircraft financed by FINAME and for which American Eagle,
            Contractor and FINAME have entered into, or shall enter into, a
            Master Agreement. For such Approved Aircraft, the exercise of the
            Call Option, One-Time Call Option or One-Time Put Option shall be
            deemed to be an exercise of an option to require a "Leveraged Lease
            Conversion" (as defined in the applicable Master Agreement) in
            respect of such Approved Aircraft rather than an assignment of a
            Lease, and the provisions of this Section 7.03 shall be superseded
            with respect to such Approved Aircraft by the provisions of the
            applicable Master Agreement upon the exercise of any such option.

                 (i)  If, in connection with an exercise by Contractor of its
                      One-Time Put Option, Eagle has given Contractor a
                      Deficiency Notice (as defined in the applicable Master
                      Agreement) with respect to an Approved Aircraft and the
                      Deferred Leveraged Lease Conversion Date (as defined in
                      the applicable Master Agreement) applicable to such
                      Approved Aircraft is greater than thirty (30) days after
                      receipt of such Deficiency Notice by Contractor, each day
                      after such thirtieth (30th) day that the applicable
                      Approved Aircraft is not available for revenue service
                      hereunder shall be excluded in determining the required
                      minimum payment on the basis of seven Block Hours per day
                      under Section 1.A. of Exhibit E hereto and

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                      Contractor shall not otherwise be entitled to compensation
                      in respect of such Approved Aircraft hereunder in respect
                      of such days.

                 (ii) If, after the exercise by AA of either the Call Option or
                      the One-Time Call Option, Eagle cancels the Leveraged
                      Lease Conversion (as defined in the applicable Master
                      Agreement) with respect to any Approved Aircraft, pursuant
                      to Section 2.3(a)(ii) of the applicable Master Agreement,
                      AA agrees that its rights under the Call Option or the
                      One-Time Call Option in respect of the applicable Approved
                      Aircraft shall be of no further force and effect.

7.04 - FORCE MAJEURE

        Except for any payments due hereunder, neither party shall be liable for
        delays or failure in performance hereunder caused by acts of God, acts
        of terrorism or hostilities, war, strike, labor disputes, work stoppage,
        fire, act of government, court order, or any other cause, whether
        similar or dissimilar, beyond the control of that party including but
        not limited to non-delivery or delay in delivery of aircraft to
        Contractor or delay in completion of required training of Contractor's
        employees by the aircraft manufacturer or delay in receipt of any
        necessary government approvals ("FORCE MAJEURE"). If any such event of
        Force Majeure substantially prevents one party's performance of the
        Agreement for a period of [*] or more, the other party may terminate
        this Agreement on [*] prior written notice.

ARTICLE 8 - TAXES

        (a) The parties, respectively, shall be responsible for their own
            Excluded Taxes attributable to the transactions contemplated by this
            Agreement.

        (b) Except as otherwise provided herein, AA shall collect from customers
            at the time of sale, and timely report and remit to the relevant
            competent authorities, applicable Ticket Taxes unless prohibited by
            applicable law or contrary to industry standards. Contractor,
            however, shall timely remit and report to the relevant competent
            authorities applicable Ticket Taxes required to be remitted by the
            operating carrier at the time of enplanement under applicable law or
            industry standard ("ENPLANEMENT TICKET TAXES") (E.G., Canadian AIF
            remittance and reporting, including annual certification). On
            receipt of written or electronic notice, supported by relevant
            flight manifest information, AA shall directly reimburse or
            otherwise account through the general billing arrangement between AA
            and Contractor for any such Enplanement Ticket Taxes remitted and
            reported by Contractor.

        (c) Each party shall be responsible for the payment of any Taxes it owes
            on the purchase by such party of goods or services from the other
            party. If invoiced, such Taxes shall be separately stated.

        (d) A party shall indemnify, reimburse or advance (on request), and hold
            the other party harmless from, an assessment of Taxes or Ticket
            Taxes by a competent authority, plus reasonable attorneys' fees and
            reasonable and severable costs incurred in defense thereof, for
            which the indemnifying party is ultimately responsible for the
            payment thereof under this Agreement. However, in the case of
            Enplanement Ticket Taxes, the scope of such indemnity shall exclude
            the assessment of interest and penalties if attributable to
            Contractor negligence.

                                       30

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        (e) Each party shall promptly advise the other as it may become aware of
            changes to the rate or applicability of any Taxes or Ticket Taxes.
            Each party shall maintain and make available on a timely basis
            records to administer an audit and defend an assessment or otherwise
            substantiate a refund or credit concerning any Taxes or Ticket Taxes
            for which such party is responsible for remitting and reporting to a
            competent authority hereunder and shall implement procedures and
            controls to ensure timely and accurate reporting and remittance
            thereof.

        (f) Notwithstanding Section 6.03 of this Agreement, within 10 business
            days of receipt of notice of audit from a competent authority (or
            sooner if delay would be reasonably prejudicial) concerning any
            Taxes or Ticket Taxes an assessment for which the other party (the
            "PAYOR") would be ultimately responsible for payment under this
            Agreement, such notified party shall advise the Payor in writing
            about such audit and shall include a copy of the notice of audit.

        (g) The parties shall each bear their own costs in the administration of
            an audit and shall reasonably cooperate with the other party and
            take such action as may be requested from time to time, each at its
            own reasonable expense, to minimize any assessment or potential
            assessment of Taxes or Ticket Taxes by a competent authority in
            connection with this Agreement. The parties shall periodically
            apprise and consult with each other concerning the progress of the
            audit and subsequent action to be taken. AA, however, shall control
            strategic decisions concerning the administration of the audit and
            action to be taken in connection with an assessment of Taxes or
            Ticket Taxes arising therefrom, including selection of counsel and
            the defense, assertion and settlement of any tax controversy. The
            reasonable and severable costs of such counsel shall be borne by the
            party ultimately liable for payment of such Taxes or Ticket Taxes.

ARTICLE 9 - ASSIGNMENT, MERGER AND EXTRAORDINARY TRANSACTION

9.01 - ASSIGNMENT

        This Agreement may be cancelled or terminated by either AA or Contractor
        if there is, by operation of law or otherwise, an assignment of this
        Agreement, or of any of the rights, duties or obligations created
        hereunder with respect to any party to this Agreement, without the
        written consent of the other party. In the event that this Agreement is
        assigned, whether by operation of law or otherwise, without such consent
        having been given in writing, the party not making the assignment shall
        have the right to terminate the Agreement following five (5) business
        days written notice to the other party and an opportunity to cure within
        such five (5) business days period. Notwithstanding the foregoing, (i)
        AA may, without consent of Contractor, assign and/or delegate any or all
        of its rights or obligations under this Agreement to any Affiliate
        (provided that with respect to the assignment of a Lease, AMR guarantees
        the performance of such Affiliate under such Lease) or any company into
        which or with which AA or its successor may be merged, combined or
        consolidated, or which may otherwise succeed to all or any substantial
        portion of AA's assets; (ii) Contractor may, without consent of AA,
        assign or transfer this Agreement pursuant to a transaction permitted
        under Section 9.02(a) hereof; and (iii) either party shall have the
        right to assign as security all of its rights to money to be received so
        long as all offsets in favor of, and amounts due to, the party not
        assigning such rights, have been or shall be taken into account.

                                       31
<Page>

9.02 - MERGER

        In the event Contractor merges with or is controlled or acquired by
        another air carrier, or a corporation Affiliated with such an air
        carrier ("HOLDING COMPANY"), or a corporation owned, controlled or
        Affiliated with any such Holding Company and except for any such merger
        with or acquisition by an entity that is under common control, directly
        or indirectly, with Contractor, AA will have the option to terminate
        this Agreement without liability to Contractor except as otherwise
        provided in Section 9.03 (b) below.

9.03 - EXTRAORDINARY TRANSACTION

        (a) For purposes of this Section, "EXTRAORDINARY TRANSACTION" means any
            (1) merger of Contractor with another company not under common
            control, directly or indirectly with Contractor, (2) sale, transfer
            or lease by Contractor of all or substantially all of its assets,
            rights or powers to an entity not under common control, directly or
            indirectly, with Contractor, or (3) the acquisition by another
            corporation or entity not under common control, directly or
            indirectly, with Contractor of all or a majority (at least 51%) of
            the outstanding voting power of Contractor.

        (b) Contractor may enter into an Extraordinary Transaction, provided
            that AA's consent to assignment of this Agreement is not otherwise
            required pursuant to Article 9.01 herein and Contractor obtains for
            AA an affirmation from any such third party, who succeeds to
            Contractor's interest in this Agreement, that guarantees the full
            and faithful performance of Contractor's Feeder Air Services under
            this Agreement. In the event Contractor is unable to obtain such
            affirmation, AA may, at its option, terminate this Agreement upon
            consummation of the Extraordinary Transaction.

        (c) Contractor agrees that (1) within thirty (30) days prior to the
            closing of any Extraordinary Transaction with a third party, or any
            initial or subsequent public offering of common stock of Contractor,
            or (2) within seven (7) days prior to the closing of any merger,
            sale, lease, or transfer of all or substantially all of its assets,
            or acquisition by another entity which is not an Extraordinary
            Transaction, Contractor will notify AA of such event.

        (d) Contractor grants to AA a right to purchase up to five percent (5%)
            of the common Stock of Contractor (the "COMMON STOCK") offered for
            sale in connection with any initial public offering of Common Stock
            ("IPO SHARES") by Contractor pursuant to an effective registration
            statement under the Act or comparable statement under any similar
            federal or other statute then in force that will result in the IPO
            Shares being listed or admitted to trading on a national securities
            exchange or nationally recognized automated interdealer quotation
            system ("IPO"). This right to purchase Common Stock of Contractor
            granted to AA ("IPO PARTICIPATION RIGHT") shall be subject to the
            following terms and conditions:

                 1.  In the event that the effective date of the registration
            statement covering the IPO Shares under the Act occurs after
            February 15, 2002 (the one year anniversary of the granting of the
            IPO Participation Right), AA may purchase up to five percent (5%) of
            the IPO Shares in the IPO. The purchase price of the IPO Shares
            subject to the IPO Participation Agreement shall equal the per share
            price at which the IPO Shares are offered to the public pursuant to
            the IPO ("IPO SHARE PRICE"). AA may purchase less than all of the
            IPO Shares available under the IPO Participation Right.

                                       32
<Page>

                 2.  [Intentionally Omitted]

                 3.  Contractor shall give AA prompt notice of its determination
            to conduct an IPO, but in no event later than the date of the filing
            of the IPO Shares registration statement under the Act. Contractor
            shall provide to AA a copy of the preliminary prospectus concurrent
            with its distribution to the public. Contractor shall provide AA no
            less than 72 hours notice of the commencement of public trading of
            the IPO. AA shall inform Contractor of the number of IPO Shares or
            Private Placement Shares that AA will purchase pursuant to the IPO
            Participation Right no later than 48 hours prior to the commencement
            of public trading of the IPO.

            Further, in the event Contractor enters into an agreement with
            another air carrier to provide regional air service under a code
            share agreement and provides such other air carrier with the right
            to participate in an IPO on terms more favorable to such air carrier
            than the foregoing with respect to the type, amount or pricing of
            participation, Contractor agrees, subject to the provisions of this
            Section, to amend the type, amount and/or pricing of rights granted
            to AA to participate in an IPO so that they are not less favorable
            than the type, amount and pricing or rights granted to such other
            air carrier. Notwithstanding the foregoing, Contractor may provide
            another air carrier with the right to participate in an IPO with a
            type, amount or pricing of participation more favorable than that
            available to AA, provided that such more favorable treatment is
            proportionate to an increase in the number of regional jets subject
            to such third party code share agreement as compared to the Firm
            Approved Aircraft committed by AA to be placed in service under the
            terms of this Agreement (initially fifteen).

        (e) Sections 9.03 (b) and (c) herein above will not apply to any
            proposed sale or disposition by Contractor of its aircraft or assets
            that: (a) have become worn out or obsolete or are no longer used and
            useful in Contractor's day to day business; PROVIDED, however, that
            such sale or disposition does not impair or negatively affect
            Contractor's ability to complete scheduled service on a day to day
            basis under this Agreement; or (b) are being replaced with other
            assets of a similar type which are at least of equal quality and
            utility to Contractor in carrying on its day to day business and
            meeting its obligation under this Agreement.

ARTICLE 10 - COMMUNICATIONS, TRAINING AND BENEFITS

10.01 - MEDIA COMMUNICATIONS

        The corporate communications functions and personnel of Contractor and
        AA will operate independently but in coordination with respect to
        "American Connection" joint marketing objectives. In the event of any
        Feeder Air Service accident or flight or ground incident involving the
        death of any person(s) or threat or injury or potential injury to
        persons or property, it is agreed that the provisions concerning
        emergency response procedures as set forth in Exhibit I shall apply and
        that the sole official spokespersons and liaison personnel with the
        media shall be those individuals designated in AA's Emergency Response
        Procedures Plan.

                                       33
<Page>

10.02 - TRAINING AND TRAINING MATERIALS

        Subject to the terms or specific training programs set forth in Exhibits
        D and H:

        (a) For existing programs, AA will provide to Contractor at AA's
            incremental cost, recurrent training and training materials
            pertaining to any specialized programs Contractor will be utilizing
            under this Agreement, such as WorldTracer and BMAS.

        (b) For new programs, AA will provide initial training and training
            materials to Contractor employees at AA's expense. Contractor shall
            be responsible for all Contractor employee expenses while attending
            such training.

        (c) Should Contractor request AA instructors for the purpose of
            exclusive training for Contractor employees either for existing or
            new programs, and if such training is permitted by AA, Contractor
            will pay AA the actual salary related costs, including fringe
            benefits, plus any reasonable and customary expenses incurred by the
            AA instructor(s).

10.03 - CONTRACTOR REPORTS

        (a) Upon departure of each Contractor Feeder Air Service flight from
            Feeder Air Service cities, flight close-out entries shall be made by
            Contractor in SABRE as required by AA. If Contractor becomes aware
            of any station(s) which have any deficiencies in making "close-out
            "entries as required by this Section, Contractor will promptly take
            corrective action to remedy such problem including the submission to
            AA of a corrective action plan.

        (b) Contractor will furnish to AA operating performance reports in
            accordance with Exhibit K.

        (c) Contractor will furnish to AA (1) within 45 days after the end of
            each of the three interim calendar quarters, unaudited financial
            statements including Contractor's then current corporate balance
            sheet and profit and loss statement, and (2) within 91 days after
            the end of Contractor's fiscal year, Contractor's then current,
            audited financial statements including, either separately or on a
            consolidated basis, the balance sheet and the profit and loss
            statement, together with associated footnotes, and a copy of the
            independent auditor's report.

        (d) AA may inspect Contractor's corporate records and accounts related
            to Contractor's Feeder Air Services, from time to time, upon
            reasonable notice during the life of this Agreement.

        (e) Each business day Contractor will furnish to AA (Attention: -
            Director - Planning) daily operating reports for each day of the
            week in a format specified by AA for the preceding day(s) as per
            Exhibit K.

        (f) Contractor will be responsible for filing all reports and plans
            relating to its operations with the DOD, DOT, FAA, NTSB or any state
            or airport authority, and Contractor will promptly furnish AA with
            copies of all such reports and such other available traffic and
            operating reports as AA may request from time to time during the
            life of this Agreement as per Exhibit K.

                                       34
<Page>

        (g) Contractor will promptly furnish AA with a copy of every report and
            plan that Contractor prepares, whether or not such report is filed
            with the FAA, NTSB or any other governmental agency, relating to any
            accident or incident involving an aircraft used by Contractor in
            performing services under this Agreement, whether or not such
            aircraft bears any Marks, when such accident or incident is claimed
            to have resulted in the death or injury to any person or the loss
            of, damage to or destruction of any property.

        (h) Contractor shall advise AA's legislative affairs department (with a
            copy to AA Director - Planning) of all planned communications,
            whether written or oral, with government or civic officials in
            connection with Contractor's Feeder Air Services. If requested by
            AA, Contractor shall provide copies of any written communications.
            Further, each party will endeavor to report to the other party any
            unplanned meetings (where it is anticipated that negative media
            coverage could result) that occur between either party and any
            local, state, or federal governmental officials regarding
            Contractor's performance as an American Connection carrier.

10.04 - AGREEMENTS WITH OTHER CARRIERS

        (a) [*]

        (b) Subject to Article 5 herein, in the event Contractor enters into an
            agreement with a third party governing pursuant to which Contractor
            will provide services substantially similar to those provided to AA
            under this Agreement employing ERJ-140 aircraft, Contractor shall:
            (i) provide promptly to AA a copy of all documentation of same, and
            (ii) offer, on an all-or-nothing basis, to AA, the opportunity to
            amend this Agreement to incorporate prospectively from the date of
            AA's election all of the terms and conditions of such agreement to
            govern all Approved Aircraft, including any option Aircraft. AA, in
            its sole discretion, may elect, within 10 business days after
            receiving such notice from Contractor, to amend this Agreement to
            reflect such terms and conditions, and Contractor agrees to promptly
            approve such amendment in writing in accordance with Section 13.01
            herein. The rights granted to AA pursuant to this Section 10.04(a)
            may be exercised an unlimited number of times throughout the Term of
            this Agreement.

        (c) Subject to Article 5 herein, in the event Contractor reaches
            agreement in principle on all of the material terms of a
            contemplated agreement with a third party pursuant to which
            Contractor proposes to provide services substantially similar to
            those provided under the terms of this Agreement employing aircraft
            other than ERJ-140 aircraft (a "PROPOSED AGREEMENT"), Contractor
            shall (i) provide promptly to AA written notice of such Proposed
            Agreement, including a detailed description of all of the material
            terms and conditions thereof, and (ii) offer, on an all-or-nothing
            basis, AA the opportunity to enter into an agreement on the same
            terms and conditions as such Proposed Agreement for the provision of
            the same type of services by Contractor employing the same aircraft
            that would be employed under such Proposed Agreement. AA shall have
            the right, on only one occasion, within 10 business days after
            receiving such notice from Contractor to elect to enter into an
            agreement with Contractor on the same terms and conditions as a
            Proposed Agreement, involving the provision of the same type of
            services by Contractor with the same aircraft as the Proposed
            Agreement; PROVIDED that either (i) AA elects concurrently to
            exercise its option on any option Aircraft for which the time to
            exercise such option has not already expired or (ii) AA has
            exercised all such options. If AA fails to accept such offer in
            writing, Contractor will be permitted to consummate the Proposed
            Agreement (on terms materially no more favorable to the third party
            than were offered to

                                       35

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            AA) with a third party within 120 days of such failure to accept;
            PROVIDED, that if no transaction is consummated with a third party
            on such terms and conditions within such 120-day period, the
            provisions of this Section 10.04(b) shall again apply.

        (d) The provisions of Section 10.04(b) and 10.04(c) shall not apply to
            the provision by Contractor of additional aircraft pursuant to
            agreements between Contractor, on the one hand, and either America
            West or U.S. Airways (or any successor to such entities), on the
            other hand, existing as of the effective date of this Agreement.

10.05 - WAIVERS

        No failure by either party to exercise, or delay in exercising, any
        right, power or remedy, and no course of dealings between the parties
        shall constitute a waiver of such right, power or remedy. No waiver by
        either party or any default, misrepresentation or breach of warranty,
        whether intentional or not, shall be deemed to extend to any prior or
        subsequent default, misrepresentation or breach. No waiver shall be
        valid unless in writing.

        Notwithstanding the foregoing, neither party shall recover costs (with
        the exception of interline settlements made in accordance with Exhibit
        F) or enforce monetary penalties or incentive payments to which it is
        entitled by the terms of this Agreement if the party seeking such
        recovery or enforcement either knew or, with reasonable due diligence,
        should have known of the facts or conditions giving rise to its claim
        and failed to notify the other party in writing within twelve (12)
        months thereafter.

ARTICLE 11 - CONFIDENTIALITY

11.01 - NONDISCLOSURE OF AGREEMENT

        Except as required by law or in any proceeding to enforce the provisions
        of this Agreement, AA and Contractor hereby agree not to disclose or
        publicize to any third party the terms or conditions of the Agreement or
        any related Agreement except in the sole discretion and with the prior
        written consent of AA.

        Notwithstanding the foregoing, either party may disclose the terms of
        this Agreement on a need-to-know basis to its Affiliates, financial
        advisors, outside law and accounting firms, bank lenders, or to other
        financial entities or underwriters, provided such entities acknowledge
        the confidential nature of such information and agree to be bound by the
        non-disclosure requirements of this Article 11.

                                       36
<Page>

11.02 - NONDISCLOSURE OF INFORMATION

        For purposes of this Agreement, confidential information, whether oral,
        written or in any other form is that information which pertains to the
        business, marketing, or operational plans or procedures of the
        disclosing party and which should reasonably be understood by the
        receiving party by the circumstances of disclosure or by the nature of
        the information itself, to be proprietary and confidential to the
        disclosing party. Except as required by law or in any proceeding to
        enforce the provision of this Agreement, AA and Contractor hereby agree
        to use confidential information solely for purposes related to the
        performance of services under this Agreement and further agree not to
        disclose to any third party any confidential information received from
        the other party without the prior written consent of the party providing
        such confidential information or data. The foregoing restrictions for
        the use and/or disclosure of confidential information shall not apply to
        information that:

        (a)  was publicly known at the time such information was communicated by
             the disclosing party to the receiving party; or
        (b)  becomes publicly known through no fault of the receiving party
             subsequent to the disclosure of such information; or
        (c)  was in the receiving party's possession, free of any obligation of
             confidence at the time of the disclosing party's communication to
             the receiving party; or
        (d)  is developed by the receiving party independently of and without
             reference to the disclosing party's confidential information or
             other information that the disclosing party communicated in
             confidence to any third party; or
        (e)  is rightfully obtained by the receiving party from third parties
             authorized to make such disclosure without restriction; or
        (f)  is identified by the disclosing party as no longer proprietary or
             confidential.
        (g)  is disclosed to an Affiliate on a need-to-know basis and that
             Affiliate agrees to abide by the provisions of this Section 11.02.

11.03 - NOTIFICATION

        If either party is served with a subpoena or other process requiring the
        production or disclosure of any of the Agreement or confidential
        information referenced in Article 11.02, then the party receiving such
        subpoena or other process, before complying with such subpoena or other
        process, shall immediately notify the other party of same and permit the
        other party a reasonable period of time to intervene and contest
        disclosure or production.

11.04 - RETURN OF INFORMATION

        Upon termination of this Agreement, each party must return to the other
        any confidential information or data received from the other and
        designated as such by the party providing such confidential information
        which is still in the recipient's possession or control.

ARTICLE 12 - RELATED AGREEMENTS

        (a)  Contemporaneously with the execution of this Agreement, AA and
             Contractor acknowledge that the parties have or will enter into the
             following additional agreements:

                     Reduced Rate Agreement for Employee Travel

                     Hub Real Estate Subleases

                                       37
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                     System Ground Handling Agreement

                     Warrant Agreement of even date herewith

                     Amendment No. 3 to the Amended and Restated Trans World
                     Express Air Services Agreement, dated February 15, 2001

        (b)  Upon execution of this Agreement, the parties shall promptly meet
             and proceed to work together in good faith to negotiate and
             conclude the terms and conditions of each of the Related Agreements
             not executed simultaneously with this Agreement.

        (c)  The agreements enumerated in this Article 12 are herein referred to
             as the "Related Agreements." Notwithstanding anything to the
             contrary contained in the Related Agreements, the term of each of
             the Related Agreements shall be coterminous with the Term of this
             Agreement.

ARTICLE 13 - MISCELLANEOUS

13.01 - ENTIRE AGREEMENT AND AMENDMENTS

        This Agreement, including any Appendices, Attachments and Exhibits
        attached hereto or thereto, contains the complete, final and exclusive
        agreement between the parties hereto with respect to the subject matter
        hereof, and supersedes all previous agreements and understandings, oral
        and written, with respect to such specific matter. This Agreement will
        not be modified, amended or terminated by mutual agreement or in any
        manner except by an instrument in writing, executed by the parties
        hereto.

13.02 - GENERAL

        (a)  Any and all notices, approvals or demands required or permitted to
             be given under this Agreement shall be sufficient if sent by
             certified or registered mail, postage prepaid, or if sent by
             courier or overnight delivery service, or via facsimile provided a
             confirming copy of such notice is sent via one of the foregoing
             methods,

             if addressed to AA:                 with a copy to:

             Director - Planning                 Corporate Secretary
             American Airlines, Inc.             American Airlines, Inc.
             4333 Amon Carter Blvd.              4333 Amon Carter Blvd., MD 5675
             MD 5494                             Ft. Worth, TX  76155
             Ft. Worth, TX  76155
             Fax: (817) 931-9325                 Fax: (817) 967-4313

                                       38
<Page>

             and if to Contractor, addressed to:  with a copy to:

             President and CEO                    Wexford Capital, LLC
             Chautauqua Airlines, Inc.            411 West Putnam Avenue
             Indianapolis Int'l Airport           Greenwich, CT  06830
             Suite #160                           Attention: President
             2500 South High School Road          Attention: General Counsel
             Indianapolis, IN 46241
             Fax # 317-484-4547                   Fax # 203-862-7312

             or to such other addresses as either party may hereafter specify by
             notice as provided herein.

        (b)  This Agreement shall be governed by and construed and enforced in
             accordance with the laws of the State of Texas.

        (c)  This Agreement may be executed in two or more counterparts, each of
             which will be deemed an original and all of which together will
             constitute one instrument.

        (d)  If any provision of this Agreement is held to be illegal, invalid
             or unenforceable under present or future laws effective during the
             Term, the legality, validity, and enforceability of the remaining
             provisions of this Agreement shall not be affected thereby, and in
             lieu of such illegal, invalid, or unenforceable provision, there
             shall be added automatically as a part of this Agreement a
             provision as similar in terms to such illegal, invalid or
             unenforceable provision as may be legal, valid, and enforceable.

        (e)  The prevailing party in any legal proceeding based upon this
             Agreement shall be entitled to reasonable attorney's fees and court
             costs, in addition to any other recoveries allowed by law.

                                       39
<Page>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered
into and signed by their proper officers thereunto duly authorized as of the day
and year first above written.


CHAUTAUQUA AIRLINES, INC.                   AMR CORPORATION


By: /s/ Robert H. Cooper                    By: /s/ Charles D. MarLett
   -------------------------------             -------------------------------

Name: Robert H. Cooper                      Name: Charles D. MarLett

Title: EVP and CFO                          Title: Corporate Secretary
      ----------------------------                ----------------------------

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                           EXHIBIT A - FEEDER AIRPORTS

1.   ST. LOUIS FEEDER AIRPORTS AND SCHEDULING STANDARDS

     A.   Subject to conditions specified elsewhere in the Agreement, Contractor
          will provide Feeder Air Service between AA designated Feeder Airports
          on the one hand, and the STL Hub on the other hand during and upon
          completion of the Fleet Plan phase-in.

     B.   In scheduling Contractor operated aircraft, AA will not unduly require
          the use of more than one flight crew (pilots and flight attendants)
          per overnight ("RON"). In the event the marketing schedule does not
          provide the crew with "legal rest," Contractor shall either "stage" a
          replacement crew at the affected location or schedule the crew on a
          CDO. If a CDO or staged RON is required, AA shall reimburse Contractor
          its direct cost for such CDO or staged RON.

     C.   AA shall designate which Approved Aircraft type will be operated to
          and from Feeder Airports and the STL Hub.

     D.   AA shall schedule the Approved Aircraft to maintain average daily
          scheduled utilization within the minimum and maximum parameters noted
          on Schedules E-1a and E-1b.

     E.   AA shall schedule the Approved Aircraft in an efficient manner at the
          Hub and Feeder Airports.

     F.   AA shall have the discretion to change the frequency and deployment of
          Feeder Air Service Flights between the Hub and Feeder Airports
          provided reasonable notice, as defined in Section 2 below, is given to
          Contractor.

2.   ROUTE CHANGES

     A.   AA shall have the discretion to redeploy Approved Aircraft from time
          to time given reasonable prior written notice is provided to the
          Contractor. For the purposes of this Section, reasonable notice shall
          mean:

          (1)  Thirty (30) days to add or delete service to Feeder Airports that
               are Covered Locations or locations served by a third party
               American Connection provider.

          (2)  Sixty (60) days to add Feeder Airports that are new Contractor
               Locations.

          (3)  Sixty (60) days to delete Feeder Airports that are Contractor
               Locations.

          In the event AA requests Contractor to operate routes other than to or
          from the STL Hub, Contractor and AA shall meet to determine what, if
          any, changes are required to the STL cost model for the operation of
          such non-STL Hub Feeder Air Service Flights.

     B.   Beginning on the Effective Date and continuing through December 31,
          2001, AA shall have the discretion to redeploy Approved Aircraft from
          time to time without regard to the notice provisions noted above;
          PROVIDED, that during such period, AA shall give commercially
          reasonable notice to Contractor of such redeployment.

                                     *  *  *

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                     EXHIBIT B-1 -AMERICAN CONNECTION MARKS

1.   THE AMERICAN CONNECTION MARKS ARE:

     A.   "American Connection," "American Connection," and AA's aircraft
          interior and exterior decor, colors, and logos. Such American
          Connection Marks may be retrieved by Contractor when granted access to
          AADAMS pursuant to Section 1.01(a) on or after the execution date of
          this Agreement. The American Connection Marks may be revised by AA
          from time to time.

     B.   "AA" and "AA*", as appropriate as code to designate Feeder Air Service
          Flights in the OAG, airline and third party reservations systems,
          airport flight information displays, passenger tickets, and similar
          media.

     C.   The "AAdvantage" frequent traveler program for promotion and benefits.

     D.   Any other American Connection Mark which AA from time to time may
          designate.

                                     *  *  *

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                             EXHIBIT B-2 - TWA MARKS

1.   THE TWA MARKS ARE:

     A.   "Trans World Express," "TWE," "TWExpress," and TWA's aircraft interior
          and exterior decor, colors, and logos. Such TWA Marks are depicted in
          the logo sheet previously furnished by TWA to Contractor, and attached
          hereto, which may be revised by AA from time to time.

     B.   "TW" and "TW*", as appropriate as code to designate Feeder Air Service
          Flights in the OAG, airline and third party reservations systems,
          airport flight information displays, passenger tickets, and similar
          media.

     C.   The "Aviators" frequent traveler program for promotion and benefits.

     D.   Any other TWA Mark which AA from time to time may designate.

                                     *  *  *

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                   EXHIBIT C - FLEET PLAN AND OTHER CONDITIONS

1.   FEEDER AIR SERVICE APPROVED AIRCRAFT

     A.   REGIONAL JET AIR TRANSPORTATION SERVICE

          (1)  As directed by AA and subject to certain Labor Contract
               Restrictions, Contractor will utilize Embraer regional jet
               aircraft, types 145 and 140 (ERJ), configured in American Eagle
               specifications (including but not limited to airframe,
               powerplant, cabin interior, exterior trade dress, avionics, and
               the like). Each aircraft shall be equipped with cold galley,
               lavatory, and 3 crew personnel. Contractor may operate up to
               eight 145 LR version ERJs, subject to certain Labor Contract
               Restrictions, but all remaining aircraft shall be the 140 LR
               version. Both parties agree that the use of ERJ type 145 will
               require a separate schedule of Block Hour and passenger stipend
               charges.

          (2)  Other regional jet and turbo-prop aircraft types may be used
               subject to AA's prior approval and corresponding amendment to
               this Agreement as appropriate.

          (3)  In the event Contractor's operational performance for any month
               falls below target range as detailed in Exhibit J, upon
               commercially reasonable notice, AA may assign one or more
               Standard Marked Approved Aircraft as a spare aircraft to protect
               operations pursuant to this Agreement. However, the ratio of
               spare aircraft to scheduled aircraft shall never be less than
               1:20 unless the parties otherwise agree. Approved Aircraft
               assigned as spares shall not be counted in utilization
               calculations used for Block Hour charge or Passenger Stipend
               determination. AA will compensate Contractor for spare Approved
               Aircraft in accordance with Exhibit E.

     B.   RIGHT OF FIRST REFUSAL

          (1)  Should Contractor have aircraft in excess of its operational
               needs, Contractor will grant AA a right of first refusal to place
               such aircraft in service for AA. All terms and conditions
               contained in this Agreement shall apply to any service operated
               by Contractor on behalf of AA with such additional aircraft;
               PROVIDED that AA must exercise such right within 30 days of
               notification by Contractor.

          (2)  Should AA require additional regional jets beyond the first 25
               jets to fly under the American Connection Marks in revenue
               service at STL, AA will grant Contractor a right of first refusal
               to supply up to five ERJ type 140 aircraft, such aircraft to be
               operated under the applicable terms and conditions of this
               Agreement; PROVIDED that Contractor must exercise such right
               within 30 days of notification by AA.

2.   IN-SERVICE DATES / PHASE OUT DATES

          In-service and phase out dates shall be as indicated on Schedule C-1.

                                       44
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3.   AIRCRAFT INTERIOR AND EXTERIOR SPECIFICATIONS

          AA shall direct Contractor regarding the exterior trade dress and
          interior fabric and color selection process of all aircraft Contractor
          operates under this Agreement to ensure consistency with AA's or AE's
          product appearance.

4.   MAINTENANCE

     A.   Contractor agrees to maintain the Firm Approved Aircraft fleet to the
          highest service non-mandatory bulletin/modification ("SB") status
          maintained on the other aircraft operated by Contractor. Contractor
          and AA agree to cause their maintenance personnel to meet at least
          once each calendar quarter, or more often at the request of AA, to
          review the SB status of the Firm Approved Aircraft fleet. In the event
          that Contractor determines a particular SB is not cost beneficial, AA
          may cause Contractor to perform the SB on the Firm Approved Aircraft
          under the following circumstances:

          (1)  If AA performs an SB on its fleet and desires such SB to be
               performed on Contractor's Firm Approved Aircraft fleet when such
               SB is not already preformed or is not intended to be performed on
               any of the Contractor fleet, then:

               If AA provides a part or component to Contractor at no charge to
               Contractor, Contractor will provide, at no additional charge to
               AA, up to 100 man-hours per Firm Approved Aircraft of labor to
               comply with the SB. Any man-hours in excess of 100 shall be
               reimbursed by AA to Contractor at straight-time rates.

     B.   During the Term, Contractor shall furnish to AA such information
          concerning the location, condition, use and operation of the Approved
          Aircraft as AA may reasonably request. Contractor shall permit any
          Person designated in writing by AA, at AA's expense, to visit and
          inspect (at any reasonable time, provided that such inspection shall
          not unreasonably interfere in any material respect with Contractor's
          business operations or operation or maintenance of the Approved
          Aircraft) the Approved Aircraft and the logs, manuals, records and
          other documentation maintained in connection therewith and, at AA's
          expense, to make copies of such records as AA may reasonably
          designate. AA shall have no duty to make any such inspection and shall
          not incur any liability or obligation by reason of making or not
          making any such inspection. Any such inspection of the Approved
          Aircraft shall be a visual, walk-around inspection which may include
          going on board the Approved Aircraft and shall not include opening any
          panels, bays, or the like; PROVIDED, that any such designee of AA
          shall be entitled to be present during any maintenance check of any
          Approved Aircraft at which any panels, bays or the like may be opened
          and shall have the right to inspect such items during such maintenance
          check. Upon written request from AA, Contractor shall provide AA with
          the anticipated dates of any scheduled major maintenance checks
          (including any "C", heavy "C" or "D" check) occurring within the
          six-month period following such request. Contractor shall promptly
          address any concerns of AA's Flight Operations, Ground Operations,
          Maintenance and Safety Departments.

     C.   Contractor shall maintain, service, repair, overhaul and test or cause
          to be maintained, serviced, repaired, overhauled and tested each
          Approved Aircraft (and all parts and components thereof) in accordance
          with its FAA approved maintenance program, so as to keep each Approved
          Aircraft (and all parts and components thereof) in at least as good an

                                       45
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          operating condition as when delivered, ordinary wear and tear
          excepted, and within the acceptable limits of performance provided in
          the manufacturer's manuals.

                                     *  *  *

                                       46
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                 SCHEDULE C-1 - FLEET PLAN AND IN-SERVICE DATES

      At the STL Hub, Contractor has agreed to continue to operate the following
      in service ERJ-145 LR aircraft until the phase out dates listed (the
      ERJ-145 units are collectively referred to as "ORIGINAL APPROVED
      AIRCRAFT"), and to place the following 15 firm ERJ-140 LR units into
      service according to the following schedule (the ERJ-140 LR units are
      collectively referred to as "FIRM APPROVED AIRCRAFT"). Subject to the
      provisions set forth herein, at no time will Contractor operate more than
      15 aircraft under the American Connection Marks.

<Table>
<Caption>
      CONTRACTOR   MAKE/    IN-SERVICE        PHASE-OUT          TOTAL
         UNIT      MODEL       DATE             DATE             AA RJ
                                                                 UNITS
      ----------   ------   ----------   --------------------   --------
         <S>       <C>         <C>       <C>                        <C>
         145-01    145 LR        NA      F-08 in service date       1

         145-02    145 LR        NA      F-09 in service date       2

         145-03    145 LR        NA      F-10 in service date       3

         145-04    145 LR        NA      F-11 in service date       4

         145-05    145 LR        NA      F-12 in service date       5

         145-06    145 LR        NA      F-13 in service date       6

         145-07    145 LR        NA      F-14 in service date       7

         145-08    145 LR        NA      F-15 in service date       8

          F-01     140 LR      Nov-01                               9

          F-02     140 LR      Nov-01                               10

          F-03     140 LR      Dec-01                               11

          F-04     140 LR      Dec-01                               12

          F-05     140 LR      Dec-01                               13

          F-06     140 LR      Dec-01                               14

          F-07     140 LR      Jan-02                               15

          F-08     140 LR      Mar-02                               15

          F-09     140 LR      Mar-02                               15

          F-10     140 LR      Apr-02                               15

          F-11     140 LR      Jun-02                               15

          F-12     140 LR       [*]                                 15

          F-13     140 LR       [*]                                 15

          F-14     140 LR       [*]                                 15

          F-15     140 LR       [*]                                 15
</Table>

Note: For the purposes of Section 1.02, specific "in-service" date shall be
      confirmed to AA by Contractor not less than 90 days prior to the scheduled
      date of delivery.

      Additional Approved Aircraft may be added to the Fleet Plan by mutual
      written agreement between the parties and under the same terms and
      conditions stated herein.

      Contractor may, at its discretion, substitute 140 LR version ERJs for up
      to eight 145 LR version ERJs, upon notice delivered 30 days prior to the
      respective 145 LR version ERJ in-service dates set forth above.

                                       47

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                        EXHIBIT D - STANDARDS OF SERVICE

1.   CUSTOMER SERVICE

     Contractor will perform all customer-related services in a professional,
     businesslike, and courteous manner.

     A.   In order to ensure a high level of customer satisfaction, Contractor
          agrees that it will train or cause to be trained to proficiency, all
          Contractor customer service employees associated with Contractor's
          American Connection Services.

     B.   Contractor will establish and maintain customer handling procedures
          and policies which conform with Customer Service Policies and
          Procedures or other such documentation as AA may from time to time
          adopt, to the extent that such procedures and policies are appropriate
          for an American Connection operation.

          Further, Contractor will establish, maintain, and enforce employee
          conduct, appearance and training standards and policies which are
          similar to those utilized by AA.

     C.   Contractor agrees to participate in any and all special training or
          other programs that AA provides for its customer service employees.
          Contractor may elect to accomplish such training through the use of a
          "Train the Trainer" concept, if permitted by AA.

     D.   Upon the request of either party, Contractor and AA will meet to
          discuss and review Contractor's customer handling procedures and
          policies and Contractor's employee conduct, appearance, and training
          standards and policies to ensure compliance with this Exhibit D.

     E.   Contractor shall resolve all customer complaints in accordance with
          AA's Customer Service Policies and Procedures and will forward all
          customer complaints to AA's Customer Relations Department to ensure
          timely resolution of all customer concerns associated with the
          American Connection Services provided by Contractor.

2.   IN-FLIGHT SERVICE PRODUCT AND DELIVERY

     Contractor shall cater flights as directed by AA. Contractor shall
     coordinate with AA's (or its Affiliate's) In-flight Services Department to
     ensure consistency and quality of Contractor's in-flight service product,
     including but not limited to non-safety related functions such as inflight
     marketing announcements, meal and beverage presentation and delivery,
     provisioning and usage of passenger amenity kits, and the like. Contractor
     shall implement suggestions made by AA's (or its Affiliate's) In-flight
     Services Department if such suggestions can be implemented without
     additional cost to Contractor. AA shall assist Contractor in obtaining
     commissary items (beverages and complimentary foodstuffs) at AA's actual
     cost, I.E. on a pass-through basis. If meal service is required by AA,
     Contractor shall pass the additional cost through to AA.

     Contractor will coordinate with AA to ensure consistency with AA's product
     delivery, including but not limited to AA logo napkins, stir rods, cups and
     the like. AA shall provide such amenities at no charge to Contractor.

                                       48
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3.   REPRESENTATION AND PRESENTATION OF THE AA BRAND

     A material failure to represent the AA brand to the same extent as other
     users of the AA brand, including AE and other American Connection carriers
     as reasonably specified by AA in writing and uniformly applied to all users
     of the AA brand, including AE and other American Connection carriers, will
     be deemed cause for termination of this Agreement as provided in Section
     7.02, provided that such failure is noted in two consecutive audits.

                                     *  *  *

                                       49
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                           EXHIBIT E - CHARGES PAYABLE

1.   CHARGES PAYABLE BY AA

     A.   BLOCK HOUR CHARGE

          (1)  AA shall pay Contractor a fixed fee per actual Block Hour flown
               in revenue service. The Block Hour rate is based upon
               Contractor's fixed costs and will vary based upon the number of
               scheduled Block Hours on an average daily basis for each Approved
               Aircraft fleet (see Schedules E-1a and E-1b for ERJ-145 and
               ERJ-140 respectively). Contractor will bear all product
               reliability and operating cost risk unless otherwise stated
               herein. The rate per Block Hour shall be adjusted only in
               conjunction with schedule changes that affect the scheduled Block
               Hour utilization subject to a minimum payment calculated on the
               basis of [*] per day, regardless of whether the Approved Aircraft
               are scheduled for such number of Block Hours per day.

          (2)  For the avoidance of doubt, AA will schedule the Firm Approved
               Aircraft for a minimum daily utilization of [*] per day on
               average. For example, in the event that AA schedules the Firm
               Approved Aircraft for an average of [*] but Contractor actually
               flies only [*] Contractor shall be paid for [*] at the Block Hour
               rate corresponding to [*]

          (3)  Provided the Effective Date is prior to December 1, 2001,
               beginning on the Effective Date and continuing through December
               31, 2001, the Block Hour rate reflected in Schedule E-1a and
               Schedule E-1b shall be reduced by five percent (5%).

          (4)  Provided the Effective Date is prior to March 31, 2002, effective
               January 1, 2002 through March 31, 2002, the Block Hour rate
               reflected in Schedule E-1a and Schedule E-1b shall be reduced by
               two and one half percent (2.5%).

          (5)  Certain components of the Block Hour cost shall be subject to
               periodic adjustment based upon Section C below.

     B.   PASSENGER STIPEND

          (1)  AA shall pay Contractor a passenger stipend for each Revenue
               Passenger carried onboard Contractor's aircraft. The applicable
               amount of passenger stipend is detailed in Schedules E-1a and
               E-1b.

          (2)  Provided the Effective Date is prior to March 31, 2002, beginning
               on the Effective Date and continuing through June 30, 2002, AA
               shall not pay any passenger stipend with respect to Revenue
               Passengers carried onboard any ERJ.

     C.   ADJUSTMENTS TO CHARGES

          In addition to the Block Hour charge and passenger stipend, AA agrees
          to pay Contractor the following items:

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          (1)  AA agrees to reimburse Contractor for certain Pass Through Costs
               fully or partially excluded from the Block Hour charge or
               passenger stipend. These Pass Through Costs and their associated
               rules of application are listed in Schedule E-3(1)(I).

          (2)  AA agrees to reimburse Contractor for all third party vendor
               charges incurred in providing Feeder Air Services at a Covered
               Location. Contractor should contract such services when
               necessary, pay the vendor directly, and then submit charges to AA
               as Other Pass Through Costs as described in Schedule E-3(1)(I).

          (3)  AA agrees to reimburse Contractor for de-icing services provided
               by vendors at all locations. Contractor should contract such
               services when necessary, pay the vendor directly, and then submit
               charges to AA as Other Pass Through Costs as described in
               Schedule E-3(1)(I).

          (4)  AA agrees to reimburse Contractor for de-icing fluid provided by
               AA maintenance at the Hub for purposes of on-gate de-icing of
               Approved Aircraft. Contractor should pay AA maintenance directly
               for such fluid, and then submit charges back to AA as Other Pass
               Through Costs as described in Schedule E-3(1)(I).

          (5)  The Block Hour charge contemplates Contractor performing
               Passenger Handling and Ground Handling Duties for [*] That number
               will be adjusted for actual deployment by use of CLDR (or
               Contractor Location Departure Ratio) as defined herein. "CLDR"
               means the number of scheduled, weekday Feeder Air Service
               regional jet departures handled by Contractor, divided by the
               total number of scheduled weekday Feeder Air Service regional jet
               departures operated by Contractor. AA shall recompute the CLDR
               based upon the current marketing schedule then in effect. The
               computation of CLDR shall be made at the beginning of each
               calendar quarter when the total regional jet fleet count is less
               than 20 units and semi-annually (January 1 and July 1) when the
               total regional jet fleet count is 20 units or more. For purposes
               of Contractor cost reimbursement, the following calculations
               shall be performed on a monthly basis and AA agrees to reimburse
               Contractor the amount generated by such calculation:

                     [*]

                     NOTE: The [*] departure cost (the "RJ TURN FEE") is based
                     upon April 2000 economics and is subject to the Escalation
                     Percent (see Schedule E-4) beginning April 1, 2002.

          (6)  If, during any calendar quarter, the level of Uncontrollable
               Cancellations incurred by Contractor is more than [*] of
               scheduled Block Hours, then AA shall pay to Contractor an amount
               determined in accordance with the following formula:

               [*]

                     where

               [*]

                                       51

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                     [*]

          (7)  Contractor shall receive for each designated spare Standard
               Marked Approved Aircraft the following:

               a)    Fleet average Firm Approved Aircraft lease expense, up to
                     $117,000 per ERJ 140 aircraft per calendar month
               b)    Fleet average Firm Approved Aircraft hull insurance
               c)    Fleet average Firm Approved Aircraft property tax
               d)    Fleet average Firm Approved Aircraft war risk insurance

               Spare compensation shall be on a monthly basis prorated by
               aircraft day. Payments for the assignment of spare Approved
               Aircraft shall be made in accordance with Exhibit F.

2.   CHARGES PAYABLE BY CONTRACTOR

     A.   AA GROUND AND PASSENGER SUPPORT SERVICES TRAINING

          Contractor will provide, at no cost to AA, all necessary training to
          enable AA, and/or its Affiliate(s) to fulfill its obligations under
          any ground handling agreements.

     B.   AUTOMATION

          1.   Contractor shall pay all automation maintenance costs in the
               Feeder Cities and Hub, as appropriate.

          2.   Contractor shall pay all communications charges associated with
               the transmission and reception of ACARS data.

     C.   UNANTICIPATED COSTS

          Any costs incurred by Contractor in conjunction with Contractor's
          American Connection Services shall remain the responsibility of
          Contractor unless expressly subject to payment by AA as provided
          elsewhere in this Agreement.

     D.   OTHER CHARGES INCURRED

          1.   Contractor agrees to pay AA for all costs or expenses, including
               fines and penalties ("COSTS") imposed on AA directly arising out
               of Contractor's failure to comply with AA's Customer Service
               Policies and Procedures with regard to the ticketing and boarding
               of any passenger for American Connection Services or any other
               passenger connecting to transportation services offered by AA,
               including but not limited to Costs arising out of Contractor's
               failure to verify travel documents or under collection or under
               remittance of fares, Taxes, PFC's, security surcharges or the
               like, except to the extent Contractor's non-compliance is due to
               the failure of AA to comply with any such applicable law, rule,
               regulation, or procedure.

          2.   Any services, if requested by Contractor and performed by AA,
               that are not otherwise identified in this Agreement shall be at
               [*] of Mutual Assistance Ground Service Agreement ("MAGSA")
               rates.

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3.   SHARED COSTS

     AA and Contractor agree to share the following costs on an equal (50/50)
     basis:

     A.   Ongoing SABRE automation equipment cost
     B.   Installation of initial SABRE automation equipment at Contractor
          locations

     AA will purchase and install equipment, then bill Contractor fifty percent
     (50%) of such cost. AA will retain all rights to the equipment. In the
     event of a Covered Conversion, AA will reimburse Contractor's expenses for
     the initial purchase and installation.

4.   HUB RELOCATION

     In the event AA requires Contractor to relocate to different facilities at
     the Hub other than Concourse B, AA and Contractor shall modify the cost
     model to reflect any changes as a direct result of the relocation
     proportionately.

                                     *  *  *

                                       53
<Page>

                               SCHEDULE E-1a - [*]

                                       [*]

                                       54

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                               SCHEDULE E-1b - [*]

                                       [*]

                                       55

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                      SCHEDULE E-2 - INTENTIONALLY OMITTED


                      (SCHEDULE E-2 INTENTIONALLY OMITTED.)


                                     *  *  *

                                       56
<Page>

                        SCHEDULE E-3 - PASS THROUGH COSTS


1.   The following cost groups shall be reconciled on a monthly basis, with the
     cost difference passed through to either AA or Contractor. The difference
     between the direct cost to Contractor and the cost assumed in the pricing
     model shall be reconciled monthly by Contractor and such reconciled
     difference shall be either reimbursed to Contractor (under payment) or
     credited to AA (over payment). The settlement date for all Pass Through
     Costs shall be made in accordance with the terms set forth in Exhibit F. AA
     reserves the right to audit Contractor's Pass Through Costs.

     A.   Fuel (into-plane) - The Block Hour charge assumes a gross (into-plane
          including taxes and servicing) fuel price of [*] of Jet A fuel. To the
          extent that Contractor's actual fuel costs per gallon deviate from
          this amount, the difference, multiplied by the actual number of Jet A
          fuel gallons consumed by Contractor's Feeder Air Service Flights,
          shall either be reimbursed to Contractor or credited to AA.

     B.   Landing Fees - The Block Hour charge assumes a gross landing fee (per
          1,000 lbs. of maximum aircraft landing weight) [*] To the extent that
          actual landing fees paid by Contractor deviate from this amount, the
          difference, multiplied by the actual amount of landing weight for
          Contractor's Feeder Air Service Flights, shall either be reimbursed to
          Contractor or credited to AA.

     C.   Passenger Liability Insurance - The Block Hour charge assumes an
          insurance cost of [*] per 1,000 RPMs. Each year, on the anniversary
          date of Contractor's policy, the rate shall adjust up or down [*]. To
          the extent that the insurance cost for Passenger Liability Insurance
          paid to Contractor by AA deviates from the New PLI Calculated Rate,
          the difference, multiplied by the actual number of RPMs (000)
          associated with Contractor's Feeder Air Service Flights shall be
          either reimbursed to Contractor or credited to AA. Alternatively, AA,
          at its sole discretion, may elect to offer Contractor Passenger
          Liability Insurance coverage for its Feeder Air Service operations
          with terms and conditions to be mutually agreed to by the parties.

     D.   Aircraft Hull Insurance - The Block Hour charge assumes a cost of [*]
          of Aircraft Hull value. Each year, on the anniversary date of
          Contractor's policy, the rate shall adjust up or down [*]. To the
          extent that the insurance cost for Aircraft Hull Insurance paid to
          Contractor by AA deviates from the New AHI Calculated Rate, the
          difference, multiplied by the actual Hull values divided by $100,
          associated with Contractor's Feeder Air Service Flights shall be
          either be reimbursed to Contractor or credited to AA. Alternatively,
          AA, at its sole discretion, may elect to offer Aircraft Hull Insurance
          coverage for its Feeder Air Service operations with terms and
          conditions to be mutually agreed to by the parties.

     E.   War Risk Insurance - War risk and allied perils insurance, including
          any surcharges paid to commercial insurance companies and premiums
          paid to governmental agencies.

     F.   Aircraft Property Taxes - The Block Hour charge assumes a property Tax
          of [*] of assessed aircraft property value. To the extent that the
          actual property Tax ratio paid by Contractor deviates from this
          amount, the difference, multiplied by the actual assessed aircraft
          property value, shall either be reimbursed to Contractor or credited
          to AA.

                                       57

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     G.   De-Icing Services - The Block Hour charge does not include any
          expenses related to the cost of de-icing aircraft. Contractor shall
          pay for these services when required to do so and shall submit the
          direct cost of these services back to AA for reimbursement. AA shall
          reimburse Contractor for its actual cost of de-icing associated with
          Contractor's Feeder Air Service Flights.

     H.   International Service Fees - The Block Hour charge does not include
          any cost associated with NAV-CANADA, customs clearance, or other
          service fees associated with operating service to non - US destination
          points. To the extent that Contractor incurs such costs in providing
          Feeder Air Service, AA agrees to reimburse Contractor its actual costs
          incurred.

     I.   In-Flight Meals - The Block Hour charge does not include any expenses
          associated with meal service provided by Contractor on longer flights
          furnished in accordance with AA dining standards and directives. To
          the extent that Contractor incurs such costs in providing these meal
          services, AA agrees to reimburse Contractor its actual costs incurred.

     J.   Other Pass Through Costs - AA agrees to reimburse Contractor for
          certain costs directly related to Contractor's Feeder Air Services and
          costs associated with vendor services at Covered Locations as set
          forth in Section 2.05.

     K.   Aircraft Ownership Costs

          (1)      [*]

          (2)      [*]

          (3)      [*]

          (4)      [*]

                                       58

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                        SCHEDULE E-4 - ESCALATION PERCENT

The escalation percent as computed below (the "ESCALATION PERCENT" or "EP")
shall be applied to the Block Hour rates and Revenue Passenger stipend rates in
Schedules E-1a and E-1b. The first escalation adjustment shall be made effective
April 1, 2002, and shall be computed based upon the change (expressed as a
percent) from the March 2000 CPI index of 171.2. Thereafter, the escalation
adjustment shall be made effective April 1 of each subsequent year and shall be
computed based upon the published report of CPI released during the immediately
preceding March. The escalation adjustment shall be used to adjust the rates for
the fiscal year beginning that April 1st by applying the EP to the rates in
effect for the prior year. However, in no event shall any EP adjustment for any
single year exceed [*] The Escalation Percent shall be computed as follows:

     [*]

                                       59

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     EXHIBIT F - ACCOUNTING PROCEDURES

The following accounting procedures reflect the understanding between AA and
Contractor regarding various accounting, reporting and settlement procedures.
These procedures are based on Contractor using AA stock, and each
Contractor-operated AA ticketing location ("CONTRACTOR TICKETING LOCATION")
operating as if it were an AA-operated AA ticketing location.

1.   SALES REPORTING AND CASH TRANSFER

     A.   Each Contractor Ticketing Location will be automated with AA's ATAC,
          and Contractor agrees to adhere to the same ticketing procedures,
          ticket reporting and cash remittance timing as required of a Covered
          Location, including:

          (1)  Reporting of auditor coupons and other sale documents daily to
               AA's ticket lift processing facility in Juarez, Mexico.

          (2)  Depositing cash and check sales the next business day into the
               local AA depository bank. These funds will be withdrawn
               automatically from the local depository bank (on the second
               business day following the day of the sale) by AA's central
               depository bank through utilization of the Bank Automated
               Clearing House system.

     B.   AA and Contractor have agreed to establish the local depository bank
          accounts as AA accounts managed and overseen by AA.

     C.   All sales by Contractor will be subject to the same sales audits, to
          be conducted at such times as AA may elect, as may be performed by AA
          on sales reports for any AA staffed location. The audit will include
          establishing discrepancy notices ("DISCREPANCY NOTICES") for ticketing
          errors, cash under collections or shortages, and unreported sales
          which have been determined to be the fault of Contractor. Contractor
          will be charged for these errors (up to the amount of any actual
          expense incurred by AA) in the same manner AA charges any AA staffed
          location, if not corrected, except as provided in Section 4.B of this
          Exhibit, within 90 days after the Discrepancy Notice is established.

     D.   Sales will include those made using the same credit cards accepted by
          AA. The sale amount will be billed directly to the credit card
          companies for billing to their cardholders via AA's Advance Credit
          Billing System programs through ATAC.

     E.   Contractor will be responsible for and will indemnify, hold harmless
          and reimburse/pay AA the tariff value of, any transportation furnished
          by AA or other carriers on AA ticket stock lost, stolen or
          fraudulently issued after delivery of the same to Contractor, up to
          the date that such ticket stock is blacklisted. Blacklisted ticket
          stock accepted by Contractor employees for transportation shall be
          subject to full reimbursement by Contractor to AA.

2.   REFUNDS

     A.   Contractor shall be responsible for and shall indemnify, hold harmless
          and reimburse/pay AA the tariff value of, any transportation refunded
          by AA or other carriers on AA ticket stock lost, stolen or
          fraudulently issued after delivery of the same to Contractor, up to
          the date that such ticket stock is blacklisted. Blacklisted ticket
          stock accepted by Contractor

                                       60
<Page>

          employees for refund shall be subject to full reimbursement by
          Contractor to AA, if the refund applied to AA.

     B.   Refunds made by Contractor are subject to audit and a Discrepancy
          Notice will be established for any over refunds issued at the error of
          Contractor. The original Discrepancy Notice will be sent to the
          issuing location with a copy to Contractor central accounting within
          45 days of the issued refund. If the discrepancy is not corrected,
          Contractor will be charged 90 days after the Discrepancy Notice is
          established.

     C.   Contractor shall adhere to AA's procedures pertaining to the flow of
          refund documents (unused coupons, lost ticket applications, and the
          like). AA will provide such procedures to Contractor in writing.

     D.   Applications for refunds of lost AA tickets will follow standard AA
          procedures, including but not limited to collection and payment to AA
          by Contractor of the applicable AA lost ticket charge.

     E.   For consumer adjustments, denied boarding, Baggage Claims or
          involuntary refunds pertaining to Contractor flights (collectively
          "CONSUMER ADJUSTMENTS"), Contractor shall be authorized to issue
          appropriate settlement documents as AA may direct and authorize from
          time to time, and in accordance with AA's policies and procedures
          pursuant to Section 2.06(d).

     F.   Monthly compensation due Contractor for any designated spare Standard
          Marked Approved Aircraft shall be added to the total Block Hour charge
          paid in accordance with section B above.

3.   INTERLINE SETTLEMENTS AND WIRE TRANSFERS

     A.   Except as otherwise provided for herein, AA and Contractor agree to
          settle all interline transactions using the rules prescribed in the
          ACH Manual of Procedure and any other applicable industry procedures.

     B.   AA shall pay Contractor for Feeder Air Services, via wire transfer,
          according to the provisions set forth below:

          (1)  AA shall estimate Contractor monthly payment based upon the
               published flight schedule and shall pay Contractor [*] of the
               estimated Block Hour charges in the following installments:

               (a)  On the 5th day of the month, or the next business day, AA
                    shall pay Contractor [*] of the estimated Block Hour charge
                    for the current month;

               (b)  On the 10th day, or the next business day, AA shall pay
                    Contractor [*] of the estimated Block Hour charge for the
                    current month; and

               (c)  On the 25th day, or the next business day AA shall pay
                    Contractor [*] of the estimated Block Hour charge for the
                    current month, plus the reconciliation of the prior month's
                    Block Hours charges and prior month's passenger stipend, as
                    detailed below, plus any amounts due

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                    Contractor for Freight and Small Package shipments under
                    Section 6 of Exhibit F below.

               AA may offset amounts due AA by Contractor against the prior
               month's reconciled amount identified in Section 1.C above.

     C.   AA shall perform all revenue accounting functions for passenger
          revenue to the same degree as it would for any AA station, within the
          limits of AA's automation systems. Contractor may audit AA's
          procedures at any time upon reasonable notice.

     D.   Within 60 days of the conclusion of a performance period as specified
          in Exhibit J, AA and Contractor will settle as appropriate under
          Exhibit J, based upon Contractor's performance and amount of bonus or
          penalty incurred. AA and Contractor will be jointly responsible for
          determining the payment to be made or any penalty to be credited to
          AA.

     E.   Ticket Stock, AATVs, and the like will be payable by Contractor, and
          Contractor shall at all times be responsible for all accountable
          items, including but not limited to AATVs, ticket stock, and the like.
          There shall be no charge for proper use of AATVs for DBC.

     F.-N.[INTENTIONALLY OMITTED]

     O.   BAGGAGE SETTLEMENTS

          Contractor shall handle all baggage related matters in accordance with
          AA's procedures, as may be amended from time to time. [*] Baggage
          Claims involving Connecting Passengers in which the cause or blame
          cannot be determined shall be [*]

4.   FURTHER DEDUCTIONS FROM INTERLINE SETTLEMENTS / WIRE TRANSFERS

     A.   [INTENTIONALLY OMITTED].

     B.   AA will deduct from its payment under Section 3.B above to Contractor
          any Discrepancy Notices issued to Contractor Locations which have not
          been paid or cleared within ninety (90) days from date of issuance. If
          Contractor, after making a good faith effort to collect, cannot do so
          because of the age of the item at the time the discrepancy was
          established, AA will consider adjusting the deduction, but is not
          obligated to do so.

     C.   AA, in the exercise of its sole discretion, may elect to deduct from
          AA's payment to Contractor under Section 3.B above those charges to
          Contractor outlined in Exhibit E of this Agreement, or any other
          amounts or charges payable to AA by Contractor pursuant to this
          Agreement, or otherwise as may be authorized by Contractor, including
          Performance Penalties under Exhibit J(2)(C).

     D.   In lieu of Section 4.C above, AA, may invoice Contractor through the
          ACH for passenger billings, non-transportation or any other charges
          payable to AA.

5.   CREDIT TRANSACTIONS

     A.   AA authorization and form of payment procedures will be followed for
          acceptance of credit cards and checks.

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6.   SMALL PACKAGE, FREIGHT, AND MAIL

     A.   Exhibit H sets forth the applicable procedures and revenue split for
          the carriage of Shipments and Mail, as those terms are defined in
          Exhibit H. Contractor shall use only AA documents for Shipments.

          (1)  Contractor will report all Shipment transactions in accordance
               with AA's procedures.

          (2)  Billing discrepancies detected at the time of an audit by AA will
               be handled consistent with Section 1 of this Exhibit F above.

7.   AUDIT AND SECURITY MATTERS

     A.   Contractor shall permit AA to examine Contractor Ticketing Locations
          to the same extent any AA staffed location is audited internally.

     B.   Security reviews will be conducted as required by AA's Security
          Department.

     C.   Contractor will follow AA policy and procedures for security of ticket
          stock, undeposited cash, and the like, copies of which shall be
          furnished to Contractor upon request.

     D.   Contractor will observe all sine table security and other computer
          security measures that AA adopts for its own airport and sales
          functions.

8.   AA ACCOUNTS

     A.   AA shall maintain such books of accounts and records as shall be
          necessary to perform the foregoing accounting and settlement services,
          which books of accounts and records will be available at all
          reasonable times upon reasonable prior notice for inspection by
          Contractor or its designated representatives.

     B.   AA will use the same degree of care and will apply the same standards
          and safeguards for the accounting and settlement services provided
          hereunder as AA uses for its own accounting services.

                                     *  *  *

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                    EXHIBIT G - DIVISION OF PASSENGER REVENUE

          All  passenger revenues shall accrue to the benefit of AA.

                                     *  *  *

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                   EXHIBIT H - SMALL PACKAGE, FREIGHT AND MAIL

1.   If requested by AA, Contractor will provide services under the terms of
     this Exhibit H. This Exhibit H sets forth the terms which will govern the
     transport of small packages ("Priority Parcel Service") and general air
     freight ("ExpressAAir" and all other products), but not mail (herein
     collectively referred to as "SHIPMENTS") carried from origin to destination
     in part on AA (or Affiliate, including third-party American Connection
     carriers) and in part, or entirely, on Contractor's Feeder Air Services.
     Shipments shall be as defined in AA's tariffs, as published in the ATPCO
     Official Local Cargo Rate Tariff (the "AA TARIFFS") for Domestic shipments
     and the TACT for International shipments. This Exhibit H also sets forth
     the terms which will govern the carriage of mail, when carried by
     Contractor at AA's request. Mail shall be defined as all items offered by
     the USPS for carriage on flights operated by AA, Contractor or both
     ("MAIL"). AA reserves the right to determine and amend procedures to be
     used by Contractor with respect to the provision of services associated
     with Shipments and Mail.

2.   All Shipments shall be transferred between AA and Contractor at the
     designated transfer city as shown on the airbill of each Shipment. However,
     general air freight shall be originated only at AA cargo staffed stations.
     Freight originating from AA cargo or routed to a Contractor American
     Connection flight at the Hub may be accepted for carriage. Contractor shall
     not carry hazardous materials, as that term is defined by federal aviation
     regulations and/or the DOT, with the exception of Dry Ice, Class 9 (if
     permitted by Contractor's approved FAA operations manual).

3.   The procedures which govern the interline transfer of Shipments between
     Contractor and AA, as described in this Exhibit H, shall be those set forth
     in the AA Tariffs as are in effect from time to time; PROVIDED that to the
     extent that any such procedures are inconsistent with the terms of this
     Agreement, this Agreement shall govern. Contractor agrees to adopt the AA
     Tariffs as from time to time are in effect.

4.   AA will include Contractor's Feeder Air Service markets in ATPCO
     filings/tariffs at no charge to Contractor. Contractor shall neither
     publish nor provide rates or services to any customer or company
     independent of AA Cargo's tariffs for any AA Cargo product.

5.   Contractor will handle small packages, freight, and Mail as directed by AA,
     and all such small packages, freight, and Mail revenues shall accrue to the
     benefit of AA. Except as otherwise provided in this Exhibit H, any
     additional small package or freight related costs incurred beyond those
     costs incurred in the provision of passenger and Mail services pursuant to
     this Agreement, as a result of the direction by AA for Contractor to handle
     such small packages and freight, will be borne by AA.

6.   From time to time Contractor shall permit AA to inspect Contractor's cargo
     operations, including Contractor policies and procedures for the handling
     of cargo; PROVIDED however that any inspection of Contractor operations
     shall be conducted by AA so as to minimize any disruption to Contractor.
     Contractor shall promptly address all reasonable concerns of AA noted
     during such inspection, to AA's satisfaction.

7.   Contractor agrees to adopt and implement, in accordance with AA's policies
     and procedures and at AA's cost, any automation (to the extent that the
     cost/benefit of such automation allows Contractor's to continue its cargo
     operations) required by any regulatory authority in connection with the
     security, tracking and accounting functions of handling and transporting
     small package shipments by air. Contractor shall comply with AA's
     reasonable request of Contractor to implement new automation/technology
     that is not required by regulation at AA's cost. For any

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<Page>

     new automation functions, AA will provide training to Contractor training
     instructors per Section 10.02(b).

8.   AA (or at AA's discretion, an Affiliate) will provide cargo training to
     Contractor employees requiring such training on a space available basis at
     no cost to Contractor. However, Contractor will pay the cost of its
     employee travel and expenses while attending such training.

     A.   Each Contractor station manager shall receive approved AA cargo
          training.

     B.   Each Contractor employee who bills, handles or processes small
          packages shall receive approved AA cargo training.

     C.   If, in AA's sole discretion, Contractor experiences cargo service
          failures, AA will so advise Contractor in writing. Within thirty (30)
          days thereafter, Contractor shall discuss the situation with AA and
          commence corrective action.

9    The provisions of Sections 6, 7, and 8 of this Exhibit H shall equally
     apply to the carriage of Mail. However, Contractor bears the responsibility
     of obtaining any training that is provided or required by the USPS for the
     carriage of mail.

10.  All revenues for Mail shall accrue to AA.

11.  Contractor's compliance with the terms applying to the carriage of Mail in
     this Schedule H shall be at no additional cost to AA.

12.  Contractor shall not be responsible for service failures in the carriage of
     Mail provided that identifiable service failure issues are promptly
     addressed to prevent future failures.

13.  Mail shall be handled and carried by Contractor (or an AA approved
     subcontractor) at no additional charge to AA. Contractor will arrange all
     necessary staffing and ground handling to pickup Mail from the origin
     airport Mail facility and ensure such Mail is loaded on its flights. Mail
     scheduled for delivery to the Mail facility at a destination of a flight
     operated by the Contractor shall be delivered by the Contractor or its
     subcontractor to the designated facility. Contractor shall also be
     responsible to transfer Mail arriving on one of its flights to another
     Contractor flight, third party American Connection operator, AE, or AA,
     when the USPS has designated such a flight routing on the destination and
     routing label affixed to the Mail container(s). At the STL Hub, such
     transfer shall occur at a mutually agreeable Mail exchange point.

14.  Contractor agrees to comply with all personnel screening requirements set
     forth by the USPS, and all other provisions of the USPS Air System Contract
     for transportation of Mail by air. The USPS Air System Contract shall be
     made available by AA to Contractor in the event Contractor is not already a
     signatory to the USPS offering. Contractor understands that any of its
     subcontractors who are engaged in mail handling as any part of their duties
     must comply with USPS personnel screening requirements in order to become
     and remain eligible subcontractors for mail handling services.

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                EXHIBIT I - AMERICAN CONNECTION SAFETY STANDARDS

1.   Contractor shall comply with all applicable safety, operational,
     maintenance, and personnel standards. These shall include all applicable
     Federal Aviation Regulations; all DOD, DOT regulations; any appropriate
     directives from the NTSB and all special regulatory mandates, such as
     advisory circulars. Contractor shall coordinate with AA to ensure that
     Contractor's compliance with such initiatives is not inconsistent with AA's
     compliance (E.G. timing of placing defibrillators on board aircraft and
     associated training).

2.   AA is entitled to audit all relevant aspects of Contractor's operations and
     facilities, including safety, flight operations, maintenance, cargo and
     ground operations. These audits shall be of reasonable length, and shall be
     in sufficient depth and detail to permit AA's auditors to properly certify
     Contractor's safety and compliance with all applicable regulations. AA
     shall notify Contractor of an intended audit with reasonable notice of the
     audit dates. The audit shall not unreasonably disrupt Contractor's
     operations.

3.   AA and Contractor agree to fully comply with all provisions of the Family
     Assistance Act of 1996 and any amendments thereto. AA and Contractor shall
     maintain and file with the NTSB and DOT required plans which are fully
     compliant with the provisions of the Act. Copies of these plans shall be
     exchanged for effective planning purposes.

4.   Within a reasonable time following the execution of this Agreement, AA and
     Contractor shall meet to set forth, at AA's direction, each party's role,
     responsibilities, and obligations in the event of an aviation disaster and
     the activation of each carrier's family assistance plan. Both parties shall
     accomplish all training and preparation necessary for their respective full
     and complete compliance with every requirement under the Family Assistance
     Act and for the coordinated response to a disaster involving either party,
     as determined by AA.

                                     *  *  *

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           EXHIBIT J - PERFORMANCE STANDARDS, INCENTIVES AND PENALTIES

     Pursuant to Article 1.02 (c) of this Agreement, both parties recognize the
importance of maintaining the highest level of product delivery and customer
satisfaction. Accordingly, Contractor agrees to adhere to the performance
standards outlined in this Exhibit J.

1.   PERFORMANCE STANDARDS

     Contractor agrees to use its best efforts to meet the target range
     standards of completion, on-time performance, customer service performance
     (complaints), and baggage delivery during each month of the Term of this
     Agreement, as indicated in the following table:

<Table>
<Caption>
        SERVICE CATEGORY             [*]          [*]           [*]           [*]
     -----------------------------------------------------------------------------
     <S>                             <C>          <C>           <C>           <C>
     Completion Factor               [*]          [*]           [*]           [*]

     On-Time Arrivals                [*]          [*]           [*]           [*]

     Corporate Complaint Ratio       [*]          [*]           [*]           [*]

     PAWOB Ratio                     [*]          [*]           [*]           [*]
</Table>

     The above service categories shall be measured according to DOT definitions
     and rules unless otherwise agreed by AA and Contractor. Contractor shall
     make available to AA its statistics within 15 days of the close of each
     calendar month and in accordance with Exhibit K of this Agreement. AA may
     periodically audit Contractor statistics for accuracy and compliance to
     definitions.

     Contractor shall be held accountable to the PAWOB ratio performance
     standards to the extent Contractor performs Ground Handling Duties at the
     Hub.

     The parties agree to review performance status upon delivery of the 15th
     regional jet aircraft (as delineated in Exhibit C) to Contractor.
     Contractor agrees to negotiate in good faith other performance criteria
     that AA may request.

2.   INCENTIVES/PENALTIES

     A.   BONUS LEVEL

          In the event that Contractor meets the bonus level for any performance
          category on average for a Performance Period, AA shall pay to
          Contractor an amount equal to [*] per Revenue Passenger boarded during
          the Performance Period for each performance category met or exceeded,
          up to a maximum bonus of [*] enplaned Revenue Passenger.

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     B.   TARGET RANGE

          Should Contractor fall within the target range levels for any
          performance category on average for a Performance Period, there shall
          be no payment due to/from Contractor for the performance category
          measured.

     C.   PENALTY LEVEL

          In the event that Contractor falls within or below the penalty level
          for any performance category for a Performance Period, then Contractor
          shall pay to AA a penalty of [*] per Revenue Passenger enplaned during
          the Performance Period for each performance category within the
          penalty level range on average for the Performance Period, for a
          maximum penalty of [*] per Revenue Passenger enplaned. Mitigating
          Factors shall be taken into account for the purposes of assessing
          penalties pursuant to this Exhibit J, Section 2.C.

     D.   DEFAULT LEVEL

          In the event that Contractor fails to achieve a level of performance
          above the lesser of (i) the default level, or (ii) [*] In the event
          that Contractor fails to meet the milestones of such approved plan,
          then AA may terminate this Agreement pursuant to Section 7.02(c).

          For each Performance Period in which Contractor's performance falls
          within the Default Level provided in the chart above in any category,
          [*]

     E.   MEASUREMENT AND PAYMENT PARAMETERS

          (1)  Measurement of the service categories shall be made on a
               semi-annual basis, from January 1 - June 30, and from July 1 -
               December 31.

          (2)  The first Performance Period measured shall be January - July
               2002, and thereafter all Performance Periods shall follow
               regularly.

          (3)  AA and Contractor shall measure Contractor's monthly and
               semi-annual performance based upon the most recent information
               pursuant to the provision of reports in Exhibit K of this
               Agreement. Contractor and AA shall jointly share responsibility
               for performance measurement and calculation of incentive or
               penalty. Verification of performance shall be accomplished within
               25 days following the end of every month and semi-annual
               Performance Period as appropriate, unless otherwise agreed to by
               the parties.

          (4)  Contractor shall be eligible to receive the bonus payment from
               AA, or required to make its penalty payment to AA, within 60 days
               of the conclusion of the end of each Performance Period. All
               payments will be made by wire transfer between the parties.

                               EXHIBIT K - REPORTS

1.   BOARDING INFORMATION. Information reports containing data covering boarding
     and other information agreed to by the parties for Contractor's operations
     hereunder will be produced

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     from the close-out entries and provided by AA to Contractor, on a monthly
     basis as soon as available.

2.   QUARTERLY COST DATA. Contractor will furnish to AA in a Microsoft Excel(R)
     spreadsheet format, within forty-five (45) days after the end of each
     quarter, the following reports: DOT Form 41 Schedule P-1.2 (Statement of
     Operations) and P-5.2 (Aircraft Operating Expenses by type). Contractor
     agrees to provide this information to AA regardless of its obligation to
     report to the DOT.

3.   DAILY / MONTHLY OPERATIONS. Each day Contractor will furnish to AA
     (Attention: Director - Planning) daily operating reports for the preceding
     day which will include the number of revenue passengers boarded; the number
     of denied boardings, in both raw numbers and percentage terms (using a base
     of 1,000 passenger boardings); the number of scheduled flight departures;
     the number and percentage (compared to schedule) of actual flight
     departures; the reason for each flight cancellation; number of flight
     departures on time within five minutes; percentage of On-Time Arrivals in
     accordance with a format to be provided by AA or other mutually agreed upon
     format. The foregoing flight departure, flight cancellation and on-time
     performance response shall show a break down by equipment type.

     The above report shall be furnished to AA by Contractor and will include
     month-to-date numbers and an attachment describing Mitigating Factors, if
     any.

4.   PASSENGER IRREGULARITY REPORTS. Contractor shall provide a copy (Attention:
     AA's Managing Director - Inflight) of any irregularity report involving a
     passenger travelling on Contractor's Feeder Air Services that is deemed
     reportable to any governing authority.

5.   FURTHER INFORMATION. Additional information as may be reasonably requested
     by AA shall be furnished by Contractor upon request.

                                     *  *  *

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                       EXHIBIT L - AUTOMATION INTEGRATION

1.   COMPUTER RESERVATIONS SYSTEM USE

     A.   INSTALLATION AND TRAINING

          Subject to the provisions of this Agreement, and notwithstanding any
          separate agreement between Contractor and SABRE, Contractor will
          maintain a minimum complement (as designated by AA, consistent with
          its standard automation installations) of terminals plus associated
          equipment for printing messages, data, air tickets, boarding passes,
          baggage tags, and the like ("AUTOMATION EQUIPMENT") at each of
          Contractor's Feeder Air Service airport locations and selected
          administrative locations. Any and all modifications, enhancements,
          improvements or developments pertaining to the Automation Equipment,
          or other new related technology, may be made available to Contractor
          by AA, in its sole discretion, under terms and conditions to be
          determined by AA on a case-by-case basis. AA will train Contractor
          employees in accordance with Section 10.02 of this Agreement, as
          applicable, in the proper use of SABRE and Automation Equipment. Where
          permitted by AA, Contractor agrees to establish a training program
          with internal instructors. Only qualified personnel who have
          satisfactorily completed an AA prescribed training program will be
          permitted to operate any Automation Equipment (hereinafter "DESIGNATED
          USERS"). AA may, at its discretion, monitor or test the proficiency
          level of Designated Users. If AA determines that their proficiency
          levels are insufficient for the proper use of the Automated Equipment
          or SABRE, then Contractor must arrange for its Designated Users to
          undertake any further training which AA determines necessary to bring
          such Designated Users to the desired proficiency level.

     B.   STANDARDS OF USE

          (1)  To maintain an effective interconnection between SABRE and the
               Automation Equipment and to prevent misuse thereof, Contractor
               agrees that SABRE and the Automation Equipment will be used and
               operated (1) in strict accordance with operating instructions
               provided by AA, and (2) solely for the performance of the
               specific business functions designated by AA. Any undesignated
               business use and all non-business uses are strictly prohibited.
               Prohibited uses include, but are not limited to, personal
               messages, servicing subscribers, travel agencies, or any other
               third party, training any other party or any other use designated
               as prohibited in the SABRE Manual. Contractor will maintain a
               list of all employees and agents who have access to SABRE and
               their assigned file number and passwords. AA may at any time deny
               access to SABRE to any employee of Contractor if such employee is
               found by AA to have engaged in unauthorized operation of SABRE or
               abused the Automation Equipment. Contractor will take all
               precautions necessary to prevent unauthorized operation or use of
               SABRE and the Automation Equipment.

          (2)  Contractor will not alter or change the SABRE Services display as
               provided by AA or its Affiliates without the consent of AA as
               reflected in an amendment to this Agreement. Contractor may not
               provide SABRE or its data base to any other person or entity
               without the consent of AA as reflected in a written amendment to
               this Agreement.

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          (3)  Except as expressly permitted in this Agreement or other written
               agreement with AA, Contractor will not allow (or permit) SABRE
               (including, but not limited to, its software, data bases,
               intellectual property, and customer information) to be used (as a
               basis for any software development or otherwise), commercially
               exploited, copied, redistributed, retransmitted, published, sold,
               rented, leased, marketed, sublicensed, pledged, assigned,
               disposed of, encumbered, transferred, or otherwise altered,
               modified or enhanced, without the express written permission of
               AA.

          (4)  Contractor will not engage in any speculative booking or
               reservation of space for any airline, hotel, rental car company,
               or any other vendor's service or product available through SABRE.

2.   TECHNOLOGY INTERFACE

     AA agrees to provide the necessary support to ensure dynamic transfer of
     operational data directly to Contractor's System Operational Control center
     in Indianapolis, IN. [*]

     AA may require Contractor to install and operate certain support programs
     necessary for AA's internal reporting systems. In such case, AA shall bear
     responsibility for purchase, installation, and training of Contractor
     employees for use of such support programs.

                                     *  *  *

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                        EXHIBIT M - TRAINING COSTS TABLE

                                       [*]

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                     EXHIBIT N - ECONOMIC CONCESSIONS TABLE

     Calculation of payment to contractor in the event of early termination for
certain economic concessions given to AA as a result of the September 11, 2001
terrorist attack on the United States (see note below).


[*]

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                                    EXHIBIT O


                             [INTENTIONALLY OMITTED]

                                       75
<Page>

                      EXHIBIT P - LEASE PRICING ASSUMPTIONS

[*]

Purchase Price*:           [*]

Lease Term.                [*]

Closing Date*:             [*]

5-yr Generic
US Swap Rate*:             [*]

Equity After-Tax
Yield*:                    [*]

Composite
Tax Rate:                  [*]

Lender's
Debt Rate*:                [*]

CIRR Rate:                 [*]

Rent Structure:            [*]

Average Monthly
Accounting Rent:           [*]

Residual:                  [*]

Early Buyout Date:         [*]

Early Buyout Price:        [*]

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