**Exhibit
                10.52(d)****CONFIDENTIAL
                TREATMENT****REQUESTED
                PURSUANT TO RULE 24b-2****Certain
                portions of this exhibit have been omitted pursuant to a request
                for
                confidential treatment under Rule 24b-2 of the Securities exchange
                Act of
                1934. The omitted materials have been filed separately with the Securities
                and Exchange Commission.**





**THIRD
      AMENDMENT TO**


**REPUBLIC
      JET SERVICE AGREEMENT**


**BETWEEN**


**US
      AIRWAYS, INC.**


**AND**


**REPUBLIC
      AIRLINE, INC.**








This
      Third Amendment (this “Third Amendment”) to the Republic Jet Service Agreement
      between US Airways, Inc. (“US Airways”) and Republic Airlines, Inc. (“Republic”)
      dated as of September 2, 2005, as the same has been amended (the “Agreement”) is
      made and entered into as of this 19th day of December, 2006 (the “Effective
      Date”).





**WHEREAS** ,
      US
      Airways and Republic have entered into the Agreement; and





**WHEREAS** ,
      US
      Airways and Republic wish to amend certain provisions of the Agreement on the
      terms and conditions set forth herein; and





**NOW
      THEREFORE** ,
      for and
      in consideration of the foregoing premises and the mutual covenants and
      obligations hereinafter set forth, and for other good and valuable
      consideration, the receipt and sufficiency of which is acknowledged, US Airways
      and Republic hereby agree as follows:




1.  Certain
      Definitions .
      All
      capitalized terms used but not defined herein shall have the meanings set forth
      in the Agreement. In addition, the following terms shall have the meanings
      set
      forth below:





“Swapped
      Aircraft” - shall mean up to [*] ex-MidAtlantic Embraer 170 aircraft as designated on Annex A which shall be
      removed from Republic’s fleet, to be replaced with an equal number of Embraer
      175 aircraft (defined below).





“EMB
      175s” - shall mean up to [*] Embraer [*] single class 175 aircraft as designated
      on Annex A. Upon any EMB 175 being made available for service under the
      Agreement pursuant to Section 2, it shall be deemed included in the definition
      of “Aircraft” set forth in Section 2.1 of the Agreement.




2.  Swapping
      of Aircraft .
      The
      parties acknowledge and agree that any or all of the Swapped Aircraft may be
      removed from service under the Agreement, one aircraft at a time with at least
      [*] days prior notice, over an [*]month period, beginning on the Effective
      Date.
      As any such Swapped Aircraft is so removed from service under the Agreement,
      an
      EMB 175 will immediately be available for service thereunder so there will
      be no
      service gaps. [*] payment
      of all other sums will be due under Article 5 for each EMB 175 on the same
      basis
      as for the New Aircraft and shall commence on the date each EMB 175 is first
      placed into Service.





3. Certain
      Provisions of the Republic Agreement .
      The
      following provisions of the Republic Agreement, as amended, shall apply to
      the
      EMB 175s mutatis mutandis: Article 1 (Compliance with Regulations); Article
      2
      (Air Transportation Services to be Provided by Republic), excluding Section
      2.14; Article 3 (Operation Under the “US Airways Express” Name); Article 4 (US
      Airways’ Support Services and Facilities); Sections 5.1 through 5.7 of Article 5
      (Purchase of Available Seat Miles (“ASMs”); Article 6 (Liability,
      Indemnification and Insurance); Article 7 (Term and Termination), including
      Section 7.1(b)(i); Article 8 (Performance Adjustments); Article 9 (Service
      Marks
      License For Services Provided Pursuant to this Agreement); Article 10 (Force
      Majeure); Article 11 (Notices); Article 12 (Miscellaneous), Article 13
      (Confidentiality); Article 14 (Dispute Resolution); Exhibit 2.2 (Schedule
      Requirements); Exhibit 5.1 (Pricing Model) and Exhibit 5.1(a).





4.
      [*]




[*]




5.  Conflict
      or Inconsistency .
      In the
      event of any conflict or inconsistency between the terms and provisions
      contained in the Agreement and the terms and provisions contained in this Third
      Amendment, the terms and provisions of this Third Amendment shall govern and
      prevail to the extent necessary to resolve such conflict or inconsistency.
      All
      other terms and provisions as set forth in the Agreement, including but not
      limited to Section 2.10 “Jets for Jobs”, shall remain in full force and effect
      and Republic will remain in compliance with all such other terms and provisions.
      Upon its execution by the parties, this Third Amendment together with the
      Agreement, will be the complete and binding understanding of the parties with
      respect to the subject matter hereof.





6. Counterparts;
      Facsimile **.** This
      Third Amendment may be executed simultaneously in two or more counterparts,
      each
      of which shall be deemed an original and all of which together shall constitute
      but one and the same instrument. This Third Amendment may be transmitted by
      telefax copier and the parties agree that their signature transmitted by telefax
      will constitute a duly executed counterpart of the Third Amendment enforceable
      against the executing party.





**** (signature page follows)







***Confidential**









**IN
      WITNESS WHEREOF** ,
      US
      Airways and Republic have caused this Third Amendment to be executed by their
      duly authorized representatives on the day and year first above
      written.





**REPUBLIC AIRLINE,
              INC.**
            
            
            **US
              AIRWAYS, INC.**/s/ Bryan
              K.
              Bedford
            
            
            /s/ Scott
              KirbyName:
              /Bryan
              BedfordTitle: President
            
            
            Name:
              Scott
              KirbyTitle: President
























**ANNEX
      A**








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[*] ____________  ***Confidential**