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                                                                EXHIBIT 10.28(a)

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

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

Date:  February 7, 2003


       THIS IS TO CERTIFY THAT, for value received, DELTA AIR LINES, INC., a
Delaware corporation ("DELTA"), is entitled, subject to the terms herein, to
purchase from REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the
"COMPANY"), seven hundred twenty thousand (720,000) fully paid and nonassessable
shares of the Company's common stock, $.001 par value (the "COMMON STOCK"), at
the Exercise Price (as defined below), all on the terms and conditions and
pursuant to the provisions hereinafter set forth. The term "WARRANT SHARES," as
used herein, refers to the shares of Common Stock purchasable hereunder. As used
herein, the term "HOLDER" shall initially mean Delta, and shall subsequently
mean each person or entity to whom this Warrant is duly assigned.

       1.  EXERCISE OF WARRANT. This Warrant is exercisable, in whole or part,
at any time or from time to time after the date hereof until 5:30 p.m., New York
time, on February ___, 2013 (the "EXERCISE PERIOD"); PROVIDED, HOWEVER, that if
the Company at any time gives Delta written notice that the Company has
scheduled a "road show" in connection with its sale of Common Stock pursuant to
an initial public offering under the Securities Act (an "IPO"), then, unless the
Company, in its sole discretion, determines otherwise, this Warrant will not be
exercisable for a period commencing on the date which is seven days after the
date of the Company's written notice and ending on (a) the day of effectiveness
of the IPO or (b) the day of withdrawal of the registration statement for the
IPO upon its failure to go effective (each such period, a "BLOCKING PERIOD").
The Company shall promptly notify Delta if the IPO is not consummated, and in
any event, no Blocking Period shall be longer than forty-five (45) days.

       2.  EXERCISE PRICE. The per share price at which the Warrant Shares may
be purchased (the "EXERCISE PRICE") shall be equal to:

           (a)   if the Warrant is exercised prior to a consummated IPO, $12.50
per share; or

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           (b)   if the Warrant is exercised after or in connection with the
IPO, the price per share at which the Common Stock was sold to the public in the
Company's IPO.

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

           (a)   MANNER OF EXERCISE. Subject to the provisions of this Warrant,
the Warrant Shares may be purchased by the Holder, in whole or in part, by the
surrender of this Warrant together with a completed election to purchase
agreement in the form attached to this Warrant (the "ELECTION AGREEMENT"), to
the Company during normal business hours on any business day, during the
Exercise Period, at the Company's principal executive offices (or such other
office or agency of the Company as it may reasonably designate by notice to the
Holder), and upon payment to the Company of an amount of consideration equal to
the aggregate Exercise Price of the purchased Warrant Shares ("TOTAL PURCHASE
PRICE").

           (b)   PAYMENT FOR SHARES. The Total Purchase Price may be paid (i) in
cash, by certified or official bank check or by wire transfer for the account of
the Company, (ii) notwithstanding (i), if the Fair Market Value (as defined
below) of the Company's Common Stock is greater than the Exercise Price, in lieu
of exercising this Warrant by payment of cash, the Holder may elect to receive
shares of Common Stock computed as of the date of such calculation using the
following formula:

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

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

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

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

       or (iii) in any combination of the foregoing.

           (c)   DEFINITIONS.

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

                       (i)   if such Common Stock is listed or quoted on a
                       national securities exchange or admitted to unlisted
                       trading privileges on

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                       such an exchange, the average last reported sale price
                       (as reported in THE WALL STREET JOURNAL) of a share of
                       such Common Stock over the 21 trading day period
                       immediately prior to the date of determination or if no
                       such sale is made on any such day, the mean of the
                       closing bid and asked prices for such Common Stock on
                       such day on such exchange; or

                       (ii)  if such Common Stock is not so listed or admitted
                       to unlisted trading privileges, the average mean of the
                       last bid and asked prices reported for a share of such
                       Common Stock over the 21 trading day period immediately
                       prior to the date of determination (A) by the National
                       Association of Securities Dealers Automatic Quotation
                       System or (B) if reports are unavailable under clause (A)
                       above by the National Quotation Bureau Incorporated; or

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

                                       -3-
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                       of the Company is within ten percent (10%) of the Fair
                       Market Value.

                 (ii)  "QUALIFIED PUBLIC MARKET" shall mean with respect to the
           Common Stock of the Company, an active trading market on a national
           securities exchange or over-the-counter market which consists of such
           publicly held Common Stock in the Company, with a minimum market
           value of $10,000,000 for such Common Stock. A "Qualified Public
           Market" shall be deemed to exist if the financial parameters set
           forth in the immediately preceding sentence have been met for the
           Common Stock for a period of 21 consecutive days.

           (d)   ISSUANCE OF CERTIFICATES. The Warrant Shares so purchased shall
be deemed to be issued to the Holder, as the record owner of such shares, as of
the close of business on the date on which this Warrant shall have been
surrendered, the completed Election Agreement shall have been delivered, and
payment of the Total Purchase Price shall have been made as set forth above.
Certificates for the Warrant Shares so purchased, with the legend specified in
SUBSECTION 10(f) hereof, shall be delivered to the Holder within a reasonable
time, not to exceed three (3) business days after this Warrant shall have been
so exercised. The certificates so delivered shall be in such denominations as
may be requested by the Holder and shall be registered in the name of the
Holder. If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant, execute and deliver a new Warrant evidencing the
rights of the Holder thereof to purchase the balance of the Warrant Shares
issuable hereunder.

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

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

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

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

       5.  ADJUSTMENT TO THE NUMBER OF WARRANT SHARES. During the Exercise
Period, the number of Warrant Shares and the Exercise Price shall be subject to
adjustment from time to time as provided in this SECTION 5.

           (a)   SUBDIVISION OR COMBINATION OF COMMON STOCK. During the Exercise
Period, if the Company subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) any shares of
Common Stock into a greater number

                                       -4-
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of shares or combines (by any reverse stock split, recapitalization,
reorganization, reclassification or otherwise) any shares of Common Stock into a
smaller number of shares, then, after the date of record for effecting such
subdivision or combination, the number of shares of Common Stock issuable upon
exercise of this Warrant shall be proportionally increased (in the case of a
subdivision) or decreased (in the case of a combination) so that the percentage
of Warrant Shares, after the subdivision or combination, of the total number of
shares of Common Stock outstanding will be equal to the percentage of Warrant
Shares, immediately prior to such subdivision or combination, of the total
number of shares of Common Stock outstanding immediately prior to such
subdivision or combination. In addition, the Exercise Price shall be
proportionally decreased (in the case of a subdivision) or increased (in the
case of a combination) to appropriately reflect such subdivision or combination.

           (b)   CONSOLIDATION, MERGER OR SALE. During the Exercise Period, in
case of any consolidation of the Company with, or merger of the Company into any
other corporation, or in case of any sale or conveyance of all or substantially
all of the assets of the Company other than in connection with a plan of
complete liquidation of the Company, then as a condition of such consolidation,
merger or sale or conveyance, adequate provision will be made whereby the Holder
of this Warrant will have the right to acquire and receive upon exercise of this
Warrant in lieu of the shares of Common Stock immediately theretofore acquirable
upon the exercise of this Warrant, such shares of stock, securities or assets as
may be issued or payable with respect to or in exchange for the number of shares
of Common Stock immediately theretofore acquirable and receivable upon exercise
of this Warrant had such consolidation, merger or sale or conveyance taken
place. In any such case, the Company will make appropriate provision to insure
that the provisions of this SECTION 5 will thereafter be applicable as nearly as
may be in relation to any shares of stock or securities thereafter deliverable
upon the exercise of this Warrant.

           (c)   NOTICE OF ADJUSTMENT. Upon the occurrence of any event that
requires any adjustment of the number of Warrant Shares and Exercise Price,
then, and in each such case, the Company shall give notice thereof to the
Holder, which notice shall state the increase or decrease in the number of
Warrant Shares purchasable and Exercise Price, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.

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

       7.  ISSUE TAX. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the Holder of such
shares for any issuance tax or other costs in respect thereof.

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

                                       -5-
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of such Holder for the Exercise Price or as a stockholder of the Company,
whether such liability is asserted by the Company or by creditors of the
Company.

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

       10. TRANSFER AND REPLACEMENT OF WARRANT.

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

           (b)   REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of
this Warrant and, in the case of any such loss, theft, or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

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

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

           (e)   EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time of
the surrender of this Warrant in connection with any exercise, transfer, or
exchange of this Warrant, this Warrant (or in the case of any exercise, the
Warrant Shares issuable hereunder) shall not be registered under the Securities
Act, and under applicable state securities or blue sky laws, the Company may
require, as a condition of allowing such exercise, transfer, or exchange (i)
that the Holder or transferee of this Warrant, as the case may be, furnish to
the Company a written opinion of counsel, which opinion and counsel shall be
reasonably acceptable to the Company, to

                                       -6-
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the effect that such exercise, transfer or exchange may be made without
registration under the Securities Act and under applicable state securities or
blue sky laws, and (ii) that the Holder or transferee execute and deliver to the
Company an investment intent representation letter in form and substance
acceptable to the Company. Notwithstanding anything in this SUBSECTION 10(e) to
the contrary, the Holder may transfer this Warrant to any affiliate of the
Holder without compliance with CLAUSE (i) of this SUBSECTION 10(e).

           (f)   LEGENDS.

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

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

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

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

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

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

       13. MISCELLANEOUS.

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

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

           (c)   SEVERABILITY AND SAVINGS CLAUSE. If any one or more of the
provisions contained in this Warrant is for any reason (i) objected to,
contested or challenged by any court, government authority, agency, department,
commission or instrumentality of the United States or any state or political
subdivision thereof, or any securities industry self-regulatory organization
(collectively, "GOVERNMENTAL AUTHORITY"), or (ii) held to be invalid, illegal or
unenforceable in any respect, the Company and the Holder agree to negotiate in
good faith to modify such objected to, contested, challenged, invalid, illegal
or unenforceable provision. It is the intention of the Company and the Holder
that there shall be substituted for such objected to, contested, challenged,
invalid, illegal or unenforceable provision a provision as similar to such
provision as may be possible and yet be acceptable to any objecting Governmental
Authority and be valid, legal and enforceable. Further, should any provisions of
this Warrant ever be reformed or rewritten by a judicial body, those provisions
as rewritten will be binding, but only in that

                                       -8-
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jurisdiction, on the Holder and the Company as if contained in the original
Warrant. The invalidity, illegality or unenforceability of any one or more
provisions of this Warrant will not affect the validity and enforceability of
any other provisions of this Warrant.

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

                                       -9-
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       IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
duly executed, as of the date first above written.


                         REPUBLIC AIRWAYS HOLDINGS INC.

                         By:   /s/ Bryan Bedford
                               -------------------------------------
                               Name:  Bryan Bedford
                               Title: President and CEO

                         DELTA AIR LINES, INC.

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

<Page>

                              [FORM OF ASSIGNMENT]

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

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

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

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

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

Dated: ______________, 20 _____.

                         [HOLDER]

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

                                     NOTICE

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

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                    [FORM OF ELECTION TO PURCHASE AGREEMENT]

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

To:______________:

The undersigned hereby irrevocably elects (i) to purchase [INSERT NUMBER OF
SHARES IN WORDS] ([INSERT NUMBER OF SHARES IN NUMBERS]) of the shares of common
stock of Republic Airways Holdings Inc., $.001 par value, ("COMMON STOCK"),
pursuant to the provisions of SECTION 3(b)(i) of the accompanying warrant (the
"WARRANT"), and tenders herewith payment of the aggregate purchase price for
such Warrant Shares in full; (ii) elects to exercise the Warrant for the
purchase of [INSERT NUMBER OF SHARES IN WORDS] ([INSERT NUMBER OF SHARES IN
NUMBERS]) of the shares of Common Stock pursuant to the provisions of SECTION
3(b)(ii) (the "CASHLESS EXERCISE" provision) of the attached Warrant; or (iii)
elects to exercise this Warrant for the purchase of [INSERT NUMBER OF SHARES IN
WORDS] ([INSERT NUMBER OF SHARES IN NUMBERS]) of the shares of Common Stock
pursuant to the provisions of SECTION 3(b)(iii) (the "COMBINATION EXERCISE"
provision) of the attached Warrant. The undersigned requests that certificates
for such shares of Common Stock be issued in the name of:


--------------------------------------------------------------------------------
(Please print name and address.)

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

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

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


--------------------------------------------------------------------------------
(Please print name and address.)


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

                                      -12-
<Page>

Dated: __________________, ______.      [HOLDER]

                                          By:    _______________________________

                                          Name:  _______________________________

                                          Title: _______________________________


                                     NOTICE

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

                                      -13-