Exhibit 10.4 Global Aircraft Transaction Agreement


    EXHIBIT
      10.4

    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

     

     

     

    GLOBAL
      AIRCRAFT TRANSACTION AGREEMENT

     

    dated
      as
      of September 21, 2005

     

    between

     

    REPUBLIC
      AIRWAYS HOLDINGS INC.

     

    and

     

    US
      AIRWAYS, INC.

    


     

     

     

     

    
 


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    
 

    
 

    TABLE
      OF CONTENTS

    


     

    ARTICLE
      IDEFINITIONS

    Section
      1.01Definitions

    Section
      1.02Interpretive
      Provisions

     

    ARTICLE
      IICLOSINGS

    Section
      2.01Closing
      for each Transaction

    Section
      2.02Delay
      of
      Closing

    Section
      2.03Payments

     

    ARTICLE
      IIIREPRESENTATIONS
      AND WARRANTIES OF US AIRWAYS

    Section
      3.01Corporate
      Organization and Qualification

    Section
      3.02Authorization;
      Valid and Binding

    Section
      3.03Consents;
      No Conflicts

    Section
      3.04Court
      Orders

    Section
      3.05Assets
      to
      be Conveyed

    Section
      3.06Financial
      Advisors and Brokers

    Section
      3.07Regulatory
      Status

     

    ARTICLE
      IVREPRESENTATIONS
      AND WARRANTIES OF REPUBLIC

    Section
      4.01Corporate
      Organization

    Section
      4.02Authorization;
      Valid and Binding

    Section
      4.03Consents;
      No Conflicts

    Section
      4.04Financial
      Advisors and Brokers

     

    ARTICLE
      VSALE
      AND
      LEASE BACK OF OWNED AIRCRAFT

    Section
      5.01Agreement
      to Sell and Lease Back

    Section
      5.02Conditions
      to Republic’s Obligations

    (a)Inspection

    (b)Secured
      Loan Documents

    (c)ATSB
      Lien
      Release

    (d)Violation
      of Law

    (e)Representations,
      Warranties and Covenants

    (f)No
      Material Default

    (g)No
      Event
      of Loss

    (h)Title

    (i)Certification

    (j)Filing

    (k)No
      Proceedings

    (l)Governmental
      Action

    (m)Opinions

    (n)Other
      Aircraft

    (o)Slots
      Option

    (p)Supplemental
      Order

    (q)GECAS
      Letter

    Section
      5.03Conditions
      to US Airways’ Obligations

    (a)Secured
      Loan Documents

    (b)Violation
      of Law

    (c)Representations,
      Warranties and Covenants

    (d)No
      Event
      of Loss

    (e)Filing

    (f)Governmental
      Action

    (g)Opinions

    (h)Other
      Aircraft

    (i)Purchase
      Price

    (j)GECAS
      Letter

    Section
      5.04Limitation
      on Warranties

    Section
      5.05Representations
      and Warranties of US Airways

    Section
      5.06Representations
      and Warranties of Republic

    Section
      5.07Closing

    Section
      5.08Taxes

     

    ARTICLE
      VIASSIGNMENT
      OF LEASED AIRCRAFT

    Section
      6.01Agreement
      to Assign and Assume Leases

    Section
      6.02Conditions
      to Republic’s Obligations

    (a)Inspection

    (b)Lease
      Documents

    (c)ATSB
      Lien
      Release

    (d)Violation
      of Law

    (e)Representations,
      Warranties and Covenants

    (f)No
      Material Default

    (g)Investment
      Agreement

    (h)No
      Event
      of Loss

    (i)Certification

    (j)Filing

    (k)No
      Proceedings

    (l)Governmental
      Action

    (m)Opinions

    (n)Other
      Aircraft

    Section
      6.03Conditions
      to US Airways’ Obligations

    (a)Lease
      Document Assignment

    (b)Violation
      of Law

    (c)Representations,
      Warranties and Covenants

    (d)No
      Event
      of Loss

    (e)Filing

    (f)Governmental
      Action

    (g)Opinions

    Section
      6.04Limitation
      on Warranties

    Section
      6.05Representations
      and Warranties of US Airways

    Section
      6.06Representations
      and Warranties of Republic

    Section
      6.07Closing

    Section
      6.08Taxes

     

    ARTICLE
      VIISALE
      OF
      ITEMS OF EQUIPMENT

    Section
      7.01Agreement
      to Sell Other Equipment

    Section
      7.02Conditions
      to Republic’s Obligations

    (a)Inspection

    (b)Violation
      of Law

    (c)Representations,
      Warranties and Covenants

    (d)No
      Material Default

    (e)No
      Event
      of Loss

    (f)Title

    (g)Certification

    (h)IP
      Consents

    (i)Warranty
      Provider Consents.

    (j)No
      Proceedings

    (k)Governmental
      Action

    (l)Opinions

    (m)Other
      Closings

    (n)ATSB
      Lien
      Release.

    (o)Door
      Trainer

    (p)Simulator
      Maintenance Agreement

    Section
      7.03Conditions
      to US Airways’ Obligations

    (a)Violation
      of Law

    (b)Representations,
      Warranties and Covenants

    (c)No
      Event
      of Loss

    (d)Governmental
      Action

    (e)Opinions

    (f)Other
      Aircraft

    (g)ATSB
      Lien
      Release.

    (h)Purchase
      Price

    Section
      7.04Limitation
      on Warranties

    Section
      7.05Representations
      and Warranties of US Airways

    Section
      7.06Closing

    Section
      7.07Taxes

     

    ARTICLE
      VIII[Intentionally
      omitted.]

     

    ARTICLE
      IXINSPECTION

    Section
      9.01Inspection
      of Aircraft

    Section
      9.02Inspection
      of Items of Equipment

    Section
      9.03Republic’s
      Indemnities

    Section
      9.04US
      Airways’ Indemnities

     

    ARTICLE
      XADDITIONAL
      COVENANTS

    Section
      10.01Assignment
      of Certain Rights

    Section
      10.02Satisfaction
      of Conditions

    Section
      10.03Pre-Closing
      Conduct

    Section
      10.04Transfer
      to Republic Airline

    Section
      10.05New
      Jet
      Service Agreement

    Section
      10.06Preferential
      Hiring

     

    ARTICLE
      XITERMINATION

    Section
      11.01Termination
      of Agreement

    Section
      11.02Effect
      of
      Termination

     

    ARTICLE
      XIIMISCELLANEOUS

    Section
      12.01Fees
      and
      Expenses

    Section
      12.02Survival
      of Representations and Warranties

    Section
      12.03Specific
      Performance

    Section
      12.04No
      Third-Party Beneficiaries

    Section
      12.05Notices

    Section
      12.06Entire
      Agreement; Amendment

    Section
      12.07Counterparts

    Section
      12.08Governing
      Law

    Section
      12.09Further
      Assurances

    Section
      12.10Successors
      and Assigns

    


    



    
      
        
           

           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    Exhibits

    


    Exhibit
      A Secured
      Loan Assignment

    Exhibit
      B Lease
      Documents Assignment

    Exhibit
      C Aircraft
      Bill of Sale

    Exhibit
      D Equipment
      Bill of Sale

    Exhibit
      E Delivery
      Receipt

    Exhibit
      F Temporary
      Lease

    Exhibit
      G Supplemental
      Order

    


    Schedules

    


    Schedule
      1 Accounts
      for Payments

    Schedule
      2 Owned
      Aircraft

    Schedule
      3 Leased
      Aircraft

    Schedule
      4 Aircraft
      Delivery Conditions

    Schedule
      5 Aircraft
      Documents

    Schedule
      6 Secured
      Loan Documents

    Schedule
      7 Secured
      Loan Documents Amendments

    Schedule
      8 Lease
      Documents

    Schedule
      9 Lease
      Documents Amendments

    Schedule
      10 Simulator
      Spare Parts

    Schedule
      11 Simulator

    Schedule
      12 Door
      Trainer

    Schedule
      13 Spare
      Parts

    Schedule
      14 Equipment
      Delivery Conditions

    Schedule
      15 Equipment
      Documents

    Schedule
      16 IP
      Parties

    Schedule
      17 Transfers
      to Republic Airline

    Schedule
      18 GECAS
      Letter

    



    
      
        
           

           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    GLOBAL
      AIRCRAFT TRANSACTION AGREEMENT

     

     

    GLOBAL
      AIRCRAFT TRANSACTION AGREEMENT (this “Agreement”),
      dated
      as of September 21, 2005, between Republic Airways Holdings Inc., a
      Delaware corporation (“Republic”),
      and
      US Airways, Inc., a Delaware corporation (including, as the context may require,
      on or after the Effective Date, as reorganized pursuant to the Bankruptcy Code)
      (“US
      Airways”).

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      on September 12, 2004, US Airways Group, Inc. (the “Company”)
      and
      certain of its Subsidiaries (including US Airways) (together with the Company,
      the “Debtors”)
      filed
      voluntary petitions (the “Cases”)
      for
      protection under Chapter 11 of the United States Bankruptcy Code (the
      “Bankruptcy
      Code”)
      in the
      United States Bankruptcy Court for the Eastern District of Virginia, Alexandria
      Division (the “Bankruptcy
      Court”),
      to
      enable the Debtors to be restructured pursuant to one or more plans of
      reorganization (collectively, the “Plan”);

     

    WHEREAS,
      the Debtors have continued in the possession of their assets and in the
      management of their businesses pursuant to Sections 1107 and 1108 of
      the
      Bankruptcy Code;

     

    WHEREAS,
      pursuant to the Investment Agreement, dated as of March 15, 2005, among
      the
      parties hereto, the Company and Wexford Capital LLC (the “Investment
      Agreement”),
      the
      parties agreed, among other things, to enter into certain transactions with
      respect to the Aircraft;

     

    WHEREAS,
      the parties hereto have prepared this Agreement to provide for the
      implementation of the “Republic Aircraft Transaction” (as defined in the
      Investment Agreement); and

     

    WHEREAS,
      pursuant to the Omnibus Order, US Airways has received all necessary approvals
      of the Bankruptcy Court to execute, deliver and perform its obligations under
      this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual representations,
      warranties, covenants and agreements contained herein, the parties hereto agree
      as follows:

     

    ARTICLE
      I


     

    DEFINITIONS

     

    Section
      1.01 Definitions.
      As used
      in this Agreement, the following terms shall have the meanings set forth
      below:

     

    “Affiliate”
      means,
      with respect to any specified Person, a Person that directly, or indirectly
      through one or more intermediaries, controls, is controlled by, or is under
      common control with, the specified Person, where “control” (including the terms
“controlling,”“controlled by” and “under common control with”) means the
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of such Person, whether through the
      ownership of voting securities, by contract, or otherwise; provided, however,
      that when used with respect to the Company, “Affiliate” shall not include
      Retirement Systems of Alabama Holdings LLC or any entity that would be deemed
      an
      Affiliate of the Company solely by virtue of Retirement Systems of Alabama
      Holdings LLC being a stockholder in the Company.

     

    “Agreement”
      has the
      meaning set forth in the preamble hereto.

     

    “Aircraft”
      means
      the Owned Aircraft and the Leased Aircraft.

     

    “Aircraft
      Bill of Sale”
      means,
      in the case of any Owned Aircraft, a bill of sale substantially in the form
      of
      Exhibit C completed with information with respect to such Owned
      Aircraft.

     

    “Aircraft
      Delivery Conditions”
      has the
      meaning set forth on Schedule 4.

     

    “Aircraft
      Documents”
      means,
      with respect to any Aircraft, the documents listed on Schedule 5 with
      respect to such Aircraft and, to the extent not included on such Schedule,
      all
      technical data, manuals and log books, all inspection, modification and overhaul
      records and all service, repair, maintenance and technical records that are
      required by the FAA to be maintained with respect to such Aircraft.

     

    “Aircraft
      Transaction Agreements”
      means
      (i) this Agreement, (ii) the Secured Loan Assignment, the FAA
      Bill of
      Sale, the Aircraft Bill of Sale and the Temporary Lease with respect to each
      Owned Aircraft, (iii) the Lease Documents Assignment with respect to
      each
      Leased Aircraft and (iv) the Equipment Bill of Sale and each Warranty
      Assignment with respect to each Item of Equipment and, in the case of the
      Simulator, the CAE License Assignment. For the avoidance of doubt, each of
      the
      foregoing Aircraft Transaction Agreements is an “Aircraft Transaction Agreement”
      for purposes of the Existing Jet Service Agreement and the New Jet Service
      Agreement.

     

    “Aircraft
      Transactions”
      means
      (i) each sale and lease back of an Owned Aircraft pursuant to
      Article V, (ii) each assignment and assumption of the Lease Documents
      for a Leased Aircraft pursuant to Article VI and (iii) each sale
      of an
      Item of Equipment pursuant to Article VII.

     

    “ATSB”
      means
      the Air Transportation Stabilization Board.

     

    “ATSB
      Lien Release”
      means,
      with respect to any Aircraft, Lease Document or Item of Equipment, a release
      of
      such Aircraft, Lease Document or Item of Equipment from the Lien thereon granted
      under the ATSB Loan Agreement (as defined in the Investment
      Agreement).

     

    “Bankruptcy
      Code”
      has the
      meaning set forth in the recitals hereto.

     

    “Bankruptcy
      Court”
      has the
      meaning set forth in the recitals hereto.

     

    “Batch”
      means
      one or more Spare Parts with an aggregate Purchase Price not less than
      $[*]
      or, if
      less, all remaining Spare Parts.

     

    “Business
      Day”
      means
      any day other than a Saturday, Sunday or a day on which banking institutions
      of
      the State of New York are authorized or required by law or executive order
      to
      close.

     

    “CAE
      License”
      means
      the License Agreement for the EMB 170 CAE Simfinity VSIM and IPT, dated March
      23, 2004, between CAE Inc. and US Airways.

     

    “CAE
      License Assignment”
      means
      an assignment agreement, between US Airways, as assignor, and the Republic
      Designee that is the purchaser of the Simulator, as assignee, assigning to
      such
      Republic Designee all right, title and interest of US Airways in the CAE License
      (as originally in effect without any amendment or modification) and providing
      for the agreement of the applicable Republic Designee to assume US Airways’
      obligation to pay to CAE Inc. $[*],
      as part
      of the consideration for the purchase of the Simulator, in form and substance
      reasonably satisfactory to US Airways and Republic.

     

    “Call
      Option”
      has the
      meaning set forth in Section 5.01(c).

     

    “Cases”
      has the
      meaning set forth in the recitals hereto.

     

    “Certificated
      Air Carrier”
      means a
      Citizen of the United States holding an air carrier operating certificate issued
      pursuant to Chapter 447 of Title 49 of the United States Code,
      for
      aircraft capable of carrying ten or more individuals or 6,000 pounds or more
      of
      cargo or that otherwise is certified or registered to the extent required to
      fall within the purview of 11 U.S.C. §1110 or any analogous successor provision
      of the Bankruptcy Code.

     

    “Chapter
      11”
      means
      Chapter 11 of the Bankruptcy Code.

     

    “Chautauqua”
      means
      Chautauqua Airlines, Inc., an Indiana corporation.

     

    “Citizen
      of the United States”
      has the
      meaning given to such term in Section 40102(a)(15) of the Transportation
      Code.

     

    “Closing”
      means,
      with respect to any Aircraft Transaction, the consummation of such Aircraft
      Transaction in accordance with the terms of this Agreement.

     

    “Closing
      Date”
      means,
      in the case of any Closing, the date on which such Closing is
      consummated.

     

    ____

    *
      Confidential

     

    “Company”
      has the
      meaning set forth in the recitals hereto.

     

    “Debtors”
      has the
      meaning set forth in the recitals hereto.

     

    “Delivery
      Conditions”
      means
      the Aircraft Delivery Conditions and the Equipment Delivery
      Conditions.

     

    “Delivery
      Receipt”
      means,
      in the case of any Aircraft, a Delivery Receipt substantially in the form of
      Exhibit E completed with information with respect to such
      Aircraft.

     

    “Door
      Trainer”
      means
      the Embraer ERJ-170 cabin door training device and related parts described
      on
      Schedule 12.

     

    “DOT”
      means
      the U.S. Department of Transportation.

     

    “Effective
      Date”
      means
      the effective date of the Plan.

     

    “Embraer”
      means
      Embraer-Empresa Brasileira de Aeronáutica S.A.

     

    “Equipment
      Bill of Sale”
      means,
      in the case of any Item of Equipment, a bill of sale substantially in the form
      of Exhibit D completed with information with respect to such Item of
      Equipment or, in the case of the Door Trainer, a bill of sale conveying US
      Airways’ interest in the Door Trainer in form and substance reasonably
      satisfactory to Republic.

     

    “Equipment
      Delivery Conditions”
      means,
      with respect to any Item of Equipment, the delivery conditions set forth on
      Schedule 14 for such Item of Equipment.

     

    “Equipment
      Documents”
      means,
      with respect to any Item of Equipment, the documents described on
      Schedule 15 with respect to such Item of Equipment.

     

    “Event
      of Loss”
      means,
      with respect to any Aircraft, Related Engine or Item of Equipment, any of the
      following circumstances, conditions or events with respect to such property,
      arising for any reason whatsoever:

     

    (a) the
      destruction of such property, damage to such property beyond economic repair
      or
      rendition of such property permanently unfit for normal use by a commercial
      passenger airline;

     

    (b) the
      actual or constructive total loss of such property or any damage to such
      property, or requisition of title or use of such property, which results in
      an
      insurance settlement with respect to such property on the basis of a total
      loss
      or constructive or compromised total loss;

     

    (c) any
      theft, hijacking or disappearance of such property for a period of 180
      consecutive days or more;

     

    (d) any
      seizure, condemnation, confiscation, taking or requisition (including loss
      of
      title) of such property by any Government Authority or purported Government
      Authority for a period exceeding 180 consecutive days; or

     

    (e) as
      a
      result of any law, rule, regulation, order or other action by the FAA, or by
      any
      Government Authority otherwise having jurisdiction over the operation or use
      of
      such property, the use of such property in the normal course of business for
      passenger air transportation is prohibited for a period of 180 consecutive
      days.

     

    “Existing
      Jet Service Agreement”
      means
      the Amended and Restated Chautauqua Jet Service Agreement, dated April 20,
      2005, between Chautauqua and US Airways.

     

    “Existing
      Lease”
      means,
      in the case of any Leased Aircraft, the Lease Agreement listed on
      Schedule 8 with respect to such Leased Aircraft.

     

    “Existing
      Security Release”
      means,
      in the case of any Owned Aircraft, a release of such Owned Aircraft and other
      collateral from the Lien securing the Secured Loan Documents with respect to
      such Owned Aircraft, duly executed by the Security Trustee, in form and
      substance reasonably acceptable to Republic and US Airways.

     

    “FAA”
      means
      Federal Aviation Administration.

     

    “FAA
      Bill of Sale”
      means a
      bill of sale on AC Form 8050-2 (or such other form as may be approved by the
      FAA), in the case of an Owned Aircraft, dated the Closing Date for such Owned
      Aircraft and executed by US Airways in favor of Republic Airline.

     

    “FAA
      Counsel”
      means
      Daugherty, Fowler, Peregrin, Haught & Jenson or, if not available, other
      special counsel in Oklahoma City, Oklahoma, designated by Republic.

     

    “FAA
      Filed Documents”
      means
      (i) with respect to any Owned Aircraft, the FAA application for
      registration of such Owned Aircraft in the name of Republic Airline on AC Form
      8050-1 or such other form approved by the FAA, and the FAA Bill of Sale, the
      New
      Security Agreement, the Existing Security Release and the Temporary Lease for
      such Owned Aircraft and (ii) with respect to any Leased Aircraft, the
      Lease
      Amendment and Lease Documents Assignment for such Leased Aircraft.

     

    “Final
      Order”
      means
      an order or judgment of the Bankruptcy Court, or other court of competent
      jurisdiction, as entered on the docket in the Cases or the docket of any other
      court of competent jurisdiction, that has not been reversed, stayed, modified
      or
      amended, and as to which the time to appeal or seek certiorari or move for
      a new
      trial, reargument or rehearing has expired, and no appeal or petition for
      certiorari or other proceedings for a new trial, reargument or rehearing has
      been timely taken, or as to which any appeal that has been taken or any petition
      for certiorari that has been timely filed has been withdrawn or resolved by
      the
      highest court to which the order or judgment was appealed or from which
      certiorari was sought or the new trial, reargument or rehearing shall have
      been
      denied or resulted in no modification of such order.

     

    “GAAP”
      means
      U.S. generally accepted accounting principles as in effect at the relevant
      time
      or for the relevant period.

     

    “GE”
      means
      the General Electric Company, a New York corporation.

     

    “GECAS
      Letter”
      means
      the letter agreement between Republic and the Owner Participants with respect
      to
      the Leased Aircraft attached hereto as Schedule 18.

     

    “Governmental
      Authority”
      means
      any national, federal, state, provincial or similar government, and any body,
      board, department, commission, court, tribunal, authority, agency or other
      instrumentality of any such government or otherwise exercising any executive,
      legislative, judicial, administrative or regulatory functions of such
      government.

     

    “Investment
      Agreement”
      has the
      meaning set forth in the recitals hereto.

     

    “IP
      Consent”
      means a
      written consent of each IP Party, in form and substance reasonably satisfactory
      to Republic, to the purchase of the Simulator by the applicable Republic
      Designee and the use by the applicable Republic Designee of the intellectual
      property owned by or licensed to such IP Party arising from the use by the
      applicable Republic Designee of the Simulator (including, in the case of CAE
      Inc., a consent to the CAE License Assignment), without charge or further
      obligation of the applicable Republic Designee (except as provided in the CAE
      License or the CAE License Assignment).

     

    “IP
      Parties”
      means
      each Person listed on Schedule 16.

     

    “Items
      of Equipment”
      means
      the Simulator, the Simulator Spare Parts, the Door Trainer and the Spare Parts.
      For the avoidance of doubt, each of the Simulator Spare Parts, the Spare Parts
      and any Batch shall, collectively, be deemed a single “Item of Equipment”, as
      that term is used herein.

     

    “Law”
      means
      any law, treaty, statute, ordinance, code, rule or regulation of a Governmental
      Authority or judgment, decree, order, writ, award, injunction or determination
      of an arbitrator or court or other Governmental Authority.

     

    “Lease
      Amendment”
      means,
      in the case of any Leased Aircraft, the amendment to the Existing Lease for
      such
      Leased Aircraft, between the Lessor and the applicable Republic Designee,
      attached as Schedule 9.

     

    “Leased
      Aircraft”
      means
      each of the fifteen (15) Embraer ERJ 170-100 aircraft listed on
      Schedule 3.

     

    “Lease
      Documents”
      means,
      in the case of any Leased Aircraft, the documents listed on Schedule 8
      with
      respect to such Leased Aircraft, but (notwithstanding Section 1.02(d))
      excluding any amendment, modification or supplement to any such document that
      is
      not listed on such Schedule.

     

    “Lease
      Documents Amendments”
      means,
      in the case of any Leased Aircraft, the Lease Amendment and the amendments
      to
      the other Lease Documents attached as Schedule 9.

     

    “Lease
      Documents Assignment”
      means,
      in the case of any Leased Aircraft, the Leased Aircraft Assignment Agreement
      among Lessor, the Owner Participant, US Airways, as assignor, the Company and
      the applicable Republic Designee, as assignee, assigning US Airways’ rights,
      duties and obligations under the Lease Documents with respect to such Leased
      Aircraft to the applicable Republic Designee, substantially in the form of
      Exhibit B.

     

    “Lender”
      means,
      in the case of any Owned Aircraft, the Person listed on Schedule 6 as
      the
      Lender under the Secured Loan Documents with respect to such Owned
      Aircraft.

     

    “Lessor”
      means,
      in the case of any Leased Aircraft, the “Lessor” as defined in the Lease
      Documents for such Leased Aircraft as of the Closing for such Leased
      Aircraft.

     

    “Lien”
      means
      any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other),
      charge, claim, lease or preferential arrangement of any kind or nature
      whatsoever.

     

    “Maintenance
      Program”
      means
      US Airways’ FAA-approved maintenance program applicable to Embraer ERJ 170
      aircraft.

     

    “Material
      Adverse Effect”
      means
      any condition, circumstance or event or series of conditions, circumstances
      or
      events that, individually or in the aggregate, has had or could reasonably
      be
      expected to have (a) a material adverse effect on the condition (financial
      or otherwise), properties, assets, business, results of operations or prospects
      of the Company and its Subsidiaries taken as a whole, or (b) could
      reasonably be expected to prevent or limit or restrict in any material respect
      US Airways, Republic or any Republic Designee from performing their respective
      obligations hereunder or under any of the Aircraft Transaction Agreements to
      which it is a party or consummating any of the transactions hereunder or
      thereunder.

     

    “Material
      Breach”
      means
      (i) with respect to US Airways, the failure by US Airways to sell to Republic
      Airline and to lease back any Owned Aircraft, to assign any Lease Documents
      and
      deliver the related Leased Aircraft to the applicable Republic Designee, or
      to
      sell and deliver to the applicable Republic Designee any Item of Equipment,
      in
      each case when required to do so under and in accordance with the terms of
      this
      Agreement, the occurrence of any “Event of Default” (as defined in a Temporary
      Lease) or any other breach by US Airways of any representation, warranty,
      covenant or agreement contained in this Agreement or the Investment Agreement,
      which breach is materially adverse to the interests, obligations, rights or
      benefits of Republic or any Republic Designee with respect to any Aircraft
      Transaction and (ii) with respect to Republic, the failure by Republic to cause
      Republic Airline to purchase and lease back to US Airways any Owned Aircraft
      and
      to assume the existing debt on any Owned Aircraft pursuant to the applicable
      Secured Loan Assignment, to cause the applicable Republic Designee to assume
      any
      Lease Documents, or to cause the applicable Republic Designee to purchase any
      Item of Equipment, in each case when required to do so under and in accordance
      with the terms of this Agreement, or any other breach by Republic of any
      representation, warranty, covenant or agreement contained in this Agreement
      or
      the Investment Agreement, which breach is materially adverse to the interests,
      obligations, rights or benefits of US Airways with respect to any Aircraft
      Transaction.

     

    “Material
      Default”
      means,
      with respect to any specified agreement or document, a “Material Breach” (as
      defined in such agreement or document) with respect to US Airways or, in the
      case of the Existing Jet Services Agreement or New Jet Services Agreement,
      a
      default or breach by US Airways that entitles Chautauqua or Republic Airline,
      respectively, to terminate such agreement.

     

    “New
      Jet Service Agreement”
      means
      the Republic Jet Service Agreement, dated as of September 2, 2005, between
      US Airways and Republic Airline.

     

    “New
      Security Agreement”
      means,
      with respect to an Owned Aircraft, the Aircraft Security Agreement between
      Republic Airline and the Security Trustee entered into at the Closing for such
      Owned Aircraft.

     

    “Omnibus
      Order”
      means
      the Final Order of the Bankruptcy Court, dated March 31, 2005 authorizing
      the Company and its Subsidiaries to enter into and execute definitive documents
      to implement the terms of the Investment Agreement under Sections 105,
      363,
      364 and 365 of the Bankruptcy Code and applicable Bankruptcy Rules.

     

    “Owned
      Aircraft”
      means
      each of the ten (10) Embraer ERJ 170-100 aircraft listed on
      Schedule 2.

     

    “Owner
      Participant”
      means,
      in the case of any Leased Aircraft, the Person defined as the “Owner
      Participant” pursuant to the Lease Documents for such Leased Aircraft as of the
      Closing for such Leased Aircraft.

     

    “Person”
      means
      any individual, corporation, company, association, partnership, limited
      liability company, joint venture, trust, unincorporated organization, or
      Governmental Authority.

     

    “Plan”
      has the
      meaning set forth in the recitals hereto.

     

    “Postpetition,”
      when
      used with respect to any agreement, instrument or any obligation arising
      thereunder, any claim or proceeding or any other matter, means an agreement
      or
      instrument that was first entered into or first became effective, an obligation,
      claim or proceeding that first arose or was first instituted, or another matter
      that first occurred, after the commencement of the Cases.

     

    “Purchase
      Price”
      means
[*].

     

    “Related
      Engines”
      means,
      in the case of any Owned Aircraft or Leased Aircraft, the engines with the
      manufacturer’s serial numbers listed in the column “Related Engines” on
      Schedule 2 or 3, respectively, with respect to such Aircraft or, in
      the
      case of any Leased Aircraft, if any “Replacement Engine” has been substituted
      for a Related Engine in accordance with the terms of the applicable Lease
      Documents, then such “Replacement Engine” in lieu of such listed
      engine.

     

    ____

    *
      Confidential

     

    


     

    “Republic”
      has the
      meaning set forth in the preamble hereto.

     

    “Republic
      Airline”
      means
      Republic Airline Inc., an Indiana corporation.

     

    “Republic
      Designee”
      means
      (i) in the case of any Aircraft Transaction pursuant to Article V,
      Republic Airline, (ii) in the case of any Aircraft Transaction pursuant
      to
      Article VI, a wholly owned Subsidiary of Republic that is a Certificated
      Air Carrier, and (iii) in the case of any Aircraft Transaction pursuant
      to
      Article VII, any Person designated by Republic by written notice to US Airways
      given at least five Business Days before the Closing for such Aircraft
      Transaction (it being understood that there may be different Republic Designees
      for different Aircraft Transactions pursuant to Articles VI and
      VII).

     

    “Republic
      Material Adverse Effect”
      means
      any condition, circumstance or event or series of conditions, circumstances
      or
      events that, individually or in the aggregate, has had or could reasonably
      be
      expected to have (a) a material adverse effect on the condition (financial
      or
      otherwise), properties, assets, business, results of operations or prospects
      of
      Republic and its Subsidiaries taken as a whole, or (b) could reasonably be
      expected to prevent or limit or restrict in any material respect US Airways,
      Republic or any Republic Designee from performing their respective obligations
      hereunder or under any of the Aircraft Transaction Agreements to which
it
      is
      a party
      or consummating any of the transactions hereunder or thereunder.

     

    “Secured
      Loan Assignment”
      means,
      in the case of any Owned Aircraft, the Secured Loan Assignment Agreement among
      the Lender for such Owned Aircraft, the Security Trustee, US Airways, as
      assignor, the Company and Republic Airline, as assignee, assigning US Airways’
      rights and obligations under the Secured Loan Documents for such Owned Aircraft
      to Republic Airline, substantially in the form of Exhibit A.

     

    “Secured
      Loan Documents”
      means,
      with respect to any Owned Aircraft, the documents listed on Schedule 6
      with
      respect to such Owned Aircraft, but (notwithstanding Section 1.02(d))
      excluding any amendment, modification or supplement to any such document that
      is
      not listed on such Schedule.

     

    “Secured
      Loan Documents Amendments”
      means,
      in the case of any Owned Aircraft, the amended and restated loan agreement
      described in Schedule 7.

     

    “Security
      Trustee”
      means,
      in the case of any Owned Aircraft, Wilmington Trust Company, as the “Security
      Trustee” under the Secured Loan Documents or New Security Agreement for such
      Owned Aircraft.

     

    “Simulator”
      means
      the Embraer ERJ 170 Level D full motion simulator and related parts
      described on Schedule 11.

     

    “Simulator
      Maintenance Agreement”
      means
      an agreement between US Airways and the applicable Republic Designee setting
      forth the terms and conditions under which, for a period of time after the
      Closing for the Simulator to be agreed between Republic and US Airways, the
      Simulator and Simulator Spare Parts will be located at their current US Airways
      facility and maintained by US Airways.

     

    “Simulator
      Spare Parts”
      means
      the spare parts for the Simulator listed on Schedule 10.

     

    “Slot/Gate
      Transaction Agreements”
      has the
      meaning set forth in the Slot Option Agreement.

     

    “Slot
      Option Agreement”
      means
      the Slot Option Agreement, dated as of the date hereof, between Republic and
      US
      Airways.

     

    “Slots
      Option”
      means
      the option to purchase the slots set forth in the Slot Option
      Agreement.

     

    “Spare
      Parts”
      means
      the spare parts and tooling equipment described on
      Schedule 13.

     

    “Specified
      Aircraft Transaction Agreements”
      means
      (i) this Agreement, (ii) the Temporary Leases, (iii) the
      Secured
      Loan Assignments and (iv) the Lease Documents Assignments.

     

    “Subsidiary”
      means
      as to any Person, any other Person of which more than fifty percent (50%) of
      the
      shares of the voting stock or other voting interests are owned or controlled,
      or
      the ability to select or elect more than fifty percent (50%) of the directors
      or
      similar managers is held, directly or indirectly, by such first Person or one
      or
      more of its Subsidiaries or by such first Person and one or more of its
      Subsidiaries.

     

    “Supplemental
      Order”
      shall
      mean an order of the Bankruptcy Court entered on the docket in the Cases in
      the
      form of Exhibit G.

     

    “Taxes”
      means
      any and all present or future sales, use, value added, property, ad valorem,
      franchise or other taxes, licenses, customs, inspection or other fees, bonds,
      permits or certificates assessed or levied by any Governmental
      Authority.

     

    “Temporary
      Lease”
      means,
      with respect to any Owned Aircraft, the lease in substantially the form of
      Exhibit F hereto between Republic Airline, as lessor, and US Airways, as lessee,
      together with Lease Supplement No. 1 thereto, entered into at the Closing
      for such Owned Aircraft.

     

    “Transaction
      Documents”
      has the
      meaning provided in the Investment Agreement.

     

    “Transactions”
      has the
      meaning provided in the Investment Agreement.

     

    “Transportation
      Code”
      means
      Title 49 of the United States Code which, among other things, recodified
      and replaced the Federal Aviation Act of 1958, and the regulations promulgated
      thereunder.

     

    “US
      Airways”
      has the
      meaning set forth in the preamble hereto.

     

    “Warranty
      Assignment”
      has the
      meaning set forth in Section 7.06(a)(ii)(A)(2).

     

    “Warranty
      Provider”
      means
      each Person identified as a Warranty Provider on Schedule 11 with respect to
      the
      Simulator.

     

    “Warranty
      Provider Consents”
      has the
      meaning set forth in Section 7.02(i).

     

    Section
      1.02 Interpretive
      Provisions.

     

    Unless
      otherwise expressly provided, the following shall apply in interpreting the
      provisions of this Agreement:

     

    (a) The
      words
“hereof”, “herein” and “hereunder” and words of similar import when used in this
      Agreement shall refer to this Agreement as a whole and not to any particular
      provision of this Agreement, and Article, Section, subsection, Annex, Schedule
      and Exhibit references are to this Agreement unless otherwise
      specified.

     

    (b) The
      meanings given to terms defined herein shall be equally applicable to both
      the
      singular and plural forms of such terms.

     

    (c) References
      to any Person shall include such Person’s successors and permitted assigns
      subject to any limitations provided for herein.

     

    (d) References
      to agreements shall include such agreements as amended, modified or
      supplemented.

     

    (e) References
      to any Law shall include such Law as amended, modified, supplemented,
      substituted, reissued or reenacted from time to time.

     

    (f) The
      words
“including,”“including, without limitation,”“including, but not limited to,” and
      terms or phrases of similar import, with respect to any matter or thing, mean
      including without limitation such matter or thing.

     

    (g) Headings
      used in this Agreement are for convenience only and shall not in any way affect
      the construction of, or be taken into consideration in interpreting, this
      Agreement.

     

    ARTICLE
      II

     

    


     

    CLOSINGS

     

    Section
      2.01 Closing
      for each Transaction.
      The
      Closing for each Aircraft Transaction shall take place, subject to satisfaction
      or waiver of the conditions applicable to such Aircraft Transaction, at the
      offices of Vedder, Price, Kaufman & Kammholz, P.C., 805 Third Avenue, New
      York, New York 10022, if such Closing is scheduled for the same day as the
      Closing of the Slots Option, and otherwise at the offices of Hughes Hubbard
      & Reed LLP, One Battery Park Plaza, New York, New York 10004, in each case
      at 10:00 a.m., New York City time, on the Closing Date scheduled for
      such
      Closing pursuant to this Agreement, or at such other time and place as the
      parties may agree.

     

    Section
      2.02 Delay
      of Closing.
      If the
      conditions to either party’s obligations to effect a Closing with respect to an
      Aircraft Transaction shall not have been satisfied or waived by it on the
      applicable scheduled Closing Date (or on any subsequent Closing Date to which
      such Closing has been adjourned), either party may adjourn the Closing, by
      written notice given to the other party on such attempted Closing Date, to
      such
      date as the parties shall agree, or if the parties shall not have agreed, to
      the
      Business Day next following the 30th day after the originally scheduled Closing
      Date for such Closing, provided
      that if
      a Closing for an Aircraft Transaction shall not have occurred on or before
      such
      Business Day, such Aircraft Transaction shall be terminated, although any such
      termination shall not relieve either party from any liability for breach of
      its
      obligations hereunder.

     

    Section
      2.03 Payments.
      Any
      payment required to be made by any party to another at a Closing shall be to
      the
      payee’s account set forth in Schedule 1 hereto (or such other account in
      the continental United States as such payee shall designate by written notice
      to
      the payor given not less than two Business Days prior to the applicable Closing
      Date) by wire transfer of immediately available funds.

     

    ARTICLE
      III

     

    


     

    REPRESENTATIONS
      AND WARRANTIES OF US
      AIRWAYS

     

    US
      Airways hereby represents and warrants to Republic as follows:

     

    Section
      3.01 Corporate
      Organization and Qualification.
      US
      Airways is duly organized, validly existing and in good standing as a
      corporation under the laws of the State of Delaware, pursuant to
      Sections 1107 and 1108 of the Bankruptcy Code and the orders of the
      Bankruptcy Court has all requisite power and authority to carry on its business
      as now conducted and, except where the failure to do so, individually or in
      the
      aggregate, does not result in a Material Adverse Effect, is qualified to do
      business in, and is in good standing in, every jurisdiction where such
      qualification is required.

     

    Section
      3.02 Authorization;
      Valid and Binding.
      The
      execution, delivery and performance by US Airways of the Aircraft Transaction
      Agreements to which US Airways is or will be a party and the consummation by
      US
      Airways of the transactions contemplated thereby are within the corporate powers
      of US Airways and have been duly authorized by all necessary corporate and,
      if
      required, stockholder action of US Airways. This Agreement has been duly
      authorized, executed and delivered by US Airways and constitutes the legal,
      valid and binding obligation of US Airways, enforceable in accordance with
      its
      terms.

     

    Section
      3.03 Consents;
      No Conflicts.
      The
      execution, delivery and performance by US Airways of the Aircraft Transaction
      Agreements to which US Airways is or will be a party (i) does not require
      any consent or approval of, registration or filing with, or any other action
      by,
      any Governmental Authority, except such as have been obtained or made and are
      in
      full force and effect (including, without limitation, the Omnibus Order) and
      except (A) where failure to obtain such consent, approval, registration,
      filing or other action has not had a Material Adverse Effect, (B) in
      the
      case of any Aircraft Transaction Agreement, any normal periodic and other
      reporting requirements under the Transportation Code and the regulations
      promulgated thereunder and the applicable rules and regulations of the FAA,
      in
      each case to the extent required to be given or obtained only after the date
      of
      this Agreement, (C) the consent of the ATSB to the transactions
      contemplated by Article VII, which has been obtained and is in full force and
      effect, (D) in the case of the Closing for any Item of Equipment, receipt
      of the ATSB Lien Release with respect to such Item of Equipment, (E) the
      filing with the FAA of the FAA Filed Documents and the filing of UCC financing
      statements (and continuation statements with respect thereto) pursuant to the
      UCC relating to each Aircraft Transaction (other than with respect to the Items
      of Equipment) and (F) in the case of the Closing for any Owned Aircraft or
      Leased Aircraft, the entry of the Supplemental Order by the Bankruptcy Court,
      (ii) does not violate any applicable Law or the charter, bylaws or other
      organizational documents of US Airways, (iii) will not violate or result
      in
      a default under any Postpetition agreement or Postpetition loan agreement or
      any
      other Postpetition indebtedness agreement or instrument of indebtedness binding
      upon US Airways or its assets except where such default or violation has not
      had
      a Material Adverse Effect and (iv) does not and will not result in the
      creation or imposition of any Lien on any assets or properties of US Airways.
      

     

    Section
      3.04 Court
      Orders.
      The
      performance of any action by US Airways required or contemplated by this
      Agreement or any other Aircraft Transaction Agreement to which US Airways is
      or
      will be a party is not restrained or enjoined by any order of the Bankruptcy
      Court or by any Governmental Authority (either temporarily, preliminarily or
      permanently).

     

    Section
      3.05 Assets
      to be Conveyed.
      US
      Airways has good title to each Owned Aircraft and each Item of Equipment (except
      for the Door Trainer and except, in the case of the Simulator, for the rights
      of
      the IP Parties duly licensed to US Airways), provided that [*].
      US
      Airways has a valid leasehold interest in each Leased Aircraft. The information
      set forth on Schedules 2 (excluding the information under the caption “Equity
      Value”), 3, 10, 11, 12 and 13 with respect to the Owned Aircraft, Leased
      Aircraft and Items of Equipment is true and accurate. All Persons who have
      provided warranties to US Airways with respect to the Simulator are correctly
      listed under the caption “Warranty Providers” on Schedule 11, and no Person has
      provided warranties to US Airways with respect to the Door Trainer. The
      Equipment Documents listed on Schedule 15 constitute all documentation provided
      by the manufacturer of the Simulator or of the Door Trainer to US Airways that
      is reasonably required for the assembly, use, operation, maintenance or repair
      of such Item of Equipment.

     

    ____

    *
      Confidential

     

    Section
      3.06 Financial
      Advisors and Brokers.
      Except
      for Seabury Aviation Advisors LLC and/or its Affiliates (“Seabury”),
      no
      Person has acted, directly or indirectly, as a broker, finder or financial
      advisor of US Airways in connection with the Aircraft Transactions, and except
      for Seabury (whose fees and expenses shall not be the responsibility of Republic
      or any of its Affiliates, except as provided in Section 2(k) of
      Exhibit B to the Investment Agreement), no Person acting for or on behalf
      of US Airways is entitled to receive any broker’s, finder’s or similar fee or
      commission in respect thereof based in any way on any agreement, arrangement
      or
      understanding made by or on behalf of US Airways with respect to the Aircraft
      Transactions.


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    Section
      3.07 Regulatory
      Status.
      US
      Airways is not (i) an “investment company” as defined in, or subject to
      regulation under, the Investment Company Act of 1940 or (ii) a “holding
      company” as defined in, or subject to regulation under, the Public Utility
      Holding Company Act of 1935. US Airways is a Certificated Air
      Carrier.

     

    ARTICLE
      IV

     

    


     

    REPRESENTATIONS
      AND WARRANTIES OF REPUBLIC

     

    Republic
      represents and warrants to US Airways as follows:

     

    Section
      4.01 Corporate
      Organization.
      Republic is duly organized, validly existing and in good standing as a
      corporation under the laws of the State of Delaware.

     

    Section
      4.02 Authorization;
      Valid and Binding.
      The
      execution, delivery and performance by Republic of the Aircraft Transaction
      Agreements to which Republic is or will be a party and the consummation by
      Republic of the transactions contemplated thereby are within Republic’s
      corporate powers and have been duly authorized by all necessary corporate action
      of Republic. This Agreement has been duly authorized, executed and delivered
      by
      Republic and constitutes the legal, valid and binding obligation of Republic,
      enforceable in accordance with its terms.

     

    Section
      4.03 Consents;
      No Conflicts.
      The
      execution, delivery and performance by Republic of the Aircraft Transaction
      Agreements to which Republic is or will be a party (i) does
      not require any consent or approval of, registration or filing with, or any
      other action by, any Governmental Authority, except such as have been obtained
      or made and are in full force and effect and except (A) where failure
      to
      obtain such consent, approval, registration, filing or other action has not
      had
      a Republic Material Adverse Effect, (B) in the case of any Aircraft
      Transaction Agreement, any normal periodic and other reporting requirements
      under the Transportation Code and the regulations promulgated thereunder and
      the
      applicable rules and regulations of the FAA, in each case to the extent required
      to be given or obtained only after the date hereof and (C) the filing
      with
      the FAA of the FAA Filed Documents and the filing of UCC financing statements
      (and continuation statements with respect thereto) pursuant to the UCC relating
      to each Aircraft Transaction (other than with respect to the Items of
      Equipment), and (ii) will not violate any applicable Law or the charter,
      bylaws or other organizational documents of Republic. 

     

    Section
      4.04 Financial
      Advisors and Brokers.
      Other
      than Affiliates of Republic, no Person has acted directly or indirectly as
      a
      broker, finder or financial advisor of Republic in connection with the Aircraft
      Transactions, and, other than fees that may be payable to Affiliates of Republic
      (whose fees and expenses shall not be the responsibility of US Airways or any
      of
      its Affiliates), no Person acting for or on behalf of Republic is entitled
      to
      receive any broker’s, finder’s or similar fee or commission in respect thereof
      based in any way on any agreement, arrangement or understanding made by or
      on
      behalf of Republic with respect to the Aircraft Transactions.

     

    ARTICLE
      V

     

    


     

    SALE
      AND
      LEASE BACK OF OWNED AIRCRAFT

     

    Section
      5.01 Agreement
      to Sell and Lease Back.
      

     

    (a) US
      Airways agrees to sell, and Republic agrees to cause Republic Airline to buy
      and
      lease back to US Airways, each of the Owned Aircraft, on the terms and subject
      to the conditions set forth herein. 

     

    (b) If
      US
      Airways shall have exercised the Slots Option, the Closing Date for each Owned
      Aircraft shall be scheduled to be held on the same date as the closing of the
      Slots Option (subject to delay as provided in Section 2.02).

     

    (c) If
      the
      Effective Date occurs or the Investment Agreement is terminated (other than
      pursuant to Section 9.01(c) of the Investment Agreement) in either case
      without the Slots Option having been exercised pursuant to the Slot Option
      Agreement, then Republic shall have the option (the “Call
      Option”),
      exercisable by written notice to US Airways given within 30 days after the
      earlier of the Effective Date and such termination, to cause Republic Airline
      to
      purchase (subject to the terms and conditions of this Agreement) each Owned
      Aircraft on the Business Day next following the 30th day after such notice
      is
      given (or such other day as US Airways and Republic shall agree). 

     

    (d) Republic
      and US Airways agree to cooperate in closing the sale of each Owned Aircraft
      while it is located in a jurisdiction that will eliminate all Taxes arising
      from
      such sale to Republic, Republic Airline and US Airways.

     

    Section
      5.02 Conditions
      to Republic’s Obligations.
      Republic’s obligations hereunder to cause Republic Airline to consummate the
      purchase of any Owned Aircraft shall be subject to the satisfaction or waiver
      by
      Republic at the Closing for such Owned Aircraft of each of the conditions set
      forth below:

     

    (a) Inspection.
      Republic shall have completed its inspection of such Owned Aircraft and related
      Aircraft Documents under Section 9.01 and they shall satisfy the Aircraft
      Delivery Conditions.

     

    (b) Secured
      Loan Documents.
      Lender
      with respect to such Owned Aircraft and the applicable Security Trustee shall
      have duly executed and delivered to Republic Airline the Secured Loan Assignment
      and Secured Loan Documents Amendments with respect to such Owned Aircraft,
      the
      applicable Security Trustee shall have duly executed and delivered to Republic
      the New Security Agreement and the Existing Security Release with respect to
      such Owned Aircraft, and each of the foregoing shall be in full force and
      effect, subject to execution and delivery by US Airways, the Company and
      Republic Airline to the extent contemplated thereby.

     

    (c) ATSB
      Lien Release.
      Republic shall have received a duly executed copy of the ATSB Lien Release
      with
      respect to such Owned Aircraft, which shall be in full force and
      effect.

     

    (d) Violation
      of Law.
      After
      the date of this Agreement, no change shall have occurred in any applicable
      Law
      and no judgment, decree, order, writ, award, injunction or determination by
      any
      Governmental Authority shall have been issued that makes it a violation of
      Law
      for Republic Airline to purchase such Owned Aircraft or for Republic or Republic
      Airline otherwise to perform its obligations under this Article V at
      the
      Closing for such Owned Aircraft.

     

    (e) Representations,
      Warranties and Covenants.
      The
      representations and warranties of US Airways set forth in Article III
      and
      Section 5.05 of this Agreement shall be true and accurate as of the
      Closing
      Date for such Owned Aircraft (unless any such representation and warranty shall
      have been made with reference to a specified date, in which case such
      representation and warranty shall be true and accurate as of such specified
      date), US Airways shall have performed and observed in all material respects
      all
      of its covenants, obligations and agreements in this Agreement to be observed
      or
      performed by it at or prior to the Closing for such Owned Aircraft, and US
      Airways shall have delivered to Republic and Republic Airline a certificate
      signed by a duly authorized officer of US Airways, dated as of the Closing
      Date
      for such Owned Aircraft, confirming the foregoing.

     

    (f) No
      Material Default.
      On the
      Closing Date for such Owned Aircraft, no event shall have occurred and be
      continuing, or would result from the sale of such Owned Aircraft or the other
      transactions contemplated by this Article V, which constitutes a Material
      Default under any Slot/Gate Transaction Agreement, the Existing Jet Service
      Agreement, the New Jet Services Agreement or any Aircraft Transaction
      Agreement.

     

    (g) No
      Event of Loss.
      No
      Event of Loss with respect to such Owned Aircraft or any Related Engine shall
      have occurred and no circumstance or condition shall exist that, with the giving
      of notice or lapse of time or both, would give rise to or constitute an Event
      of
      Loss with respect to such Owned Aircraft or any Related Engine.

     

    (h) Title.
      Republic Airline shall have good title (subject to filing and recordation of
      the
      FAA Bill of Sale with respect to such Owned Aircraft with the FAA) to such
      Owned
      Aircraft, free and clear of Liens, except the Liens created by the New Security
      Agreement and the Temporary Lease applicable to such Owned
      Aircraft.

     

    (i) Certification.
      Such
      Owned Aircraft shall have been duly certificated by the FAA as to type and
      airworthiness, such certification shall be in full force and effect and Republic
      shall have received a copy of the current, valid Standard Certificate of
      Airworthiness for such Owned Aircraft duly issued by the FAA.

     

    (j) Filing.
      On the
      Closing Date for such Owned Aircraft, the FAA Filed Documents with respect
      to
      such Owned Aircraft shall have been duly filed for recordation (or shall be
      in
      the process of being so duly filed for recordation) with the FAA in accordance
      with the Transportation Code.

     

    (k) No
      Proceedings.
      No
      action or proceeding shall have been instituted, nor shall any action be
      threatened, before any Government Authority, nor shall any order, judgment
      or
      decree have been issued or proposed to be issued by any Government Authority,
      to
      set aside, restrain, enjoin or prevent the completion and consummation of all
      or
      any part of this Agreement or any Aircraft Transaction.

     

    (l) Governmental
      Action.
      All
      appropriate action required to have been taken at or prior to the Closing for
      such Owned Aircraft by any Government Authority (including the Bankruptcy Court)
      in connection with the transactions contemplated by Article V to occur
      at
      such Closing shall have been taken, and all orders, permits, waivers,
      authorizations, exemptions and approvals of such entities required to be in
      effect as of the Closing for such Owned Aircraft in connection with the
      transactions contemplated by Article V to occur at such Closing shall
      have
      been issued and shall be in full force and effect.

     

    (m) Opinions.
      Republic and Republic Airline shall have received the following opinions of
      counsel, dated as of the Closing Date for such Owned Aircraft, in form and
      substance reasonably satisfactory to Republic:

     

    (i) an
      opinion of Vedder, Price, Kaufman & Kammholz, P.C., special counsel to US
      Airways;

     

    (ii) an
      opinion of in-house counsel of US Airways; and

     

    (iii) an
      opinion of FAA Counsel.

     

    (n) Other
      Aircraft.
      The
      Closing for each Aircraft scheduled prior to the Closing Date for such Owned
      Aircraft shall have been consummated, and the conditions to Republic’s
      obligations set forth in this Agreement with respect to each other Aircraft
      with
      a Closing scheduled on the Closing Date for such Owned Aircraft shall have
      been
      satisfied or waived by Republic (except for one other Aircraft, other than
      due
      to a breach by US Airways).

     

    (o) Slots
      Option.
      If the
      Owned Aircraft is being sold pursuant to Section 5.01(b), the closing
      of
      the Slots Option shall have been consummated.

     

    (p) Supplemental
      Order.
      The
      Supplemental Order shall have been entered by the Bankruptcy Court and become
      a
      Final Order.

     

    (q) GECAS
      Letter.
      GECAS
      shall not have repudiated the GECAS Letter.

     

    Section 5.03 Conditions
      to US Airways’ Obligations.
      US
      Airways’ obligations hereunder to consummate the sale of any Owned Aircraft
      shall be subject to the satisfaction or waiver by US Airways at the Closing
      for
      such Owned Aircraft of each of the conditions set forth below:

     

    (a) Secured
      Loan Documents.
      Lender
      with respect to such Owned Aircraft and the applicable Security Trustee shall
      have duly executed and delivered to US Airways the Secured Loan Assignment
      with
      respect to such Owned Aircraft, the applicable Security Trustee shall have
      duly
      executed and delivered to US Airways the Existing Security Release and a
      document confirming Security Trustee’s agreement substantially to the effect of
      Section 4.3 of the Temporary Lease with respect to such Owned Aircraft,
      and
      each of the foregoing shall be in full force and effect, subject to execution
      and delivery by US Airways, the Company and Republic Airline to the extent
      contemplated thereby.

     

    (b) Violation
      of Law.
      After
      the date of this Agreement, no change shall have occurred in any applicable
      Law
      and no judgment, decree, order, writ, award, injunction or determination by
      any
      Governmental Authority shall have been issued that makes it a violation of
      Law
      for US Airways to sell such Owned Aircraft or otherwise to perform its
      obligations under this Article V at the Closing for such Owned
      Aircraft.

     

    (c) Representations,
      Warranties and Covenants.
      The
      representations and warranties of Republic set forth in Article IV and
      Section 5.06 shall be true and accurate as of the Closing Date for such
      Owned Aircraft (unless any such representation and warranty shall have been
      made
      with reference to a specified date, in which case such representation and
      warranty shall be true and accurate as of such specified date), Republic shall
      have performed and observed in all material respects all of its covenants,
      obligations and agreements in this Agreement to be observed or performed by
      it
      at or prior to the Closing for such Owned Aircraft, and Republic shall have
      delivered to US Airways a certificate signed by a duly authorized officer of
      Republic, dated as of the Closing Date for the Owned Aircraft, confirming the
      foregoing.

     

    (d) No
      Event of Loss.
      No
      Event of Loss with respect to such Owned Aircraft shall have
      occurred.

     

    (e) Filing.
      On the
      Closing Date for such Owned Aircraft, the FAA Filed Documents with respect
      to
      such Owned Aircraft shall have been duly filed for recordation (or shall be
      in
      the process of being so duly filed for recordation) with the FAA in accordance
      with the Transportation Code.

     

    (f) Governmental
      Action.
      All
      appropriate action required to have been taken at or prior to Closing for such
      Owned Aircraft by any Government Authority (including the Bankruptcy Court)
      in
      connection with the transactions contemplated by Article V to occur
      at such
      Closing shall have been taken, and all orders, permits, waivers, authorizations,
      exemptions and approvals of such entities required to be in effect as of the
      Closing for such Owned Aircraft in connection with the transactions contemplated
      by Article V shall have been issued and shall be in full force and
      effect.

     

    (g) Opinions.
      US
      Airways shall have received the following opinions of counsel, dated as of
      the
      Closing Date for such Owned Aircraft, in form and substance reasonably
      satisfactory to US Airways:

     

    (i) an
      opinion of Hughes Hubbard & Reed LLP, special counsel to
      Republic;

     

    (ii) an
      opinion of in-house counsel to Republic; and

     

    (iii) an
      opinion of FAA Counsel.

     

    (h) Other
      Aircraft.
      The
      conditions to US Airways’ obligations set forth in this Agreement with respect
      to each other Owned Aircraft shall have been satisfied or waived by US Airways
      (except for one other Aircraft, other than due to a breach by
      Republic).

     

    (i) Purchase
      Price.
      US
      Airways shall have received the Purchase Price for such Owned
      Aircraft.

     

    (j) GECAS
      Letter.
      GECAS
      shall not have repudiated the GECAS Letter.

     

    Section
      5.04 Limitation
      on Warranties.
      EACH
      OWNED AIRCRAFT IS BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS”, AND US AIRWAYS
      DOES NOT MAKE, AND SHALL NOT BE DEEMED TO HAVE MADE, AND HEREBY EXPRESSLY
      DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE
      WHATSOEVER CONCERNING THE OWNED AIRCRAFT, THE RELATED ENGINES OR ANY PART
      THEREOF INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF AIRWORTHINESS, CONDITION,
      VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE,
      OR FITNESS FOR USE OF THE OWNED AIRCRAFT, THE RELATED ENGINES OR ANY PART
      THEREOF, OR AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT
      DISCOVERABLE, AS TO THE INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, AS
      TO
      THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO THE
      QUALITY OF THE MATERIAL OR WORKMANSHIP IN ANY OWNED AIRCRAFT, THE RELATED
      ENGINES OR ANY PART THEREOF, OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION
      OR
      WARRANTY WHATSOEVER WITH RESPECT THERETO, provided
      that the
      foregoing shall not limit or affect the representations and warranties of US
      Airways in Article III, in any Temporary Participation Agreement or in any
      Aircraft Bill of Sale.

     

    Section
      5.05 Representations
      and Warranties of US Airways.
      It is a
      condition precedent under Section 5.02(e) that US Airways make the
      following representations and warranties at the Closing for each Owned
      Aircraft:

     

    (a) the
      Secured Loan Assignment, the FAA Bill of Sale, the Aircraft Bill of Sale and
      the
      Temporary Lease with respect to such Owned Aircraft each has been duly
      authorized, executed and delivered by US Airways and constitutes the legal,
      valid and binding obligation of US Airways, enforceable in accordance with
      its
      terms;

     

    (b) no
      Event
      of Loss with respect to such Owned Aircraft or any Related Engine has occurred
      and no circumstance or condition exists that, with the giving of notice or
      lapse
      of time or both, would give rise to or constitute an Event of Loss with respect
      to such Owned Aircraft or any Related Engine;

     

    (c) upon
      consummation of the Closing for such Owned Aircraft, US Airways will have
      conveyed to Republic Airline good title to such Owned Aircraft, free and clear
      of all Liens (other than the Lien created by the New Security Agreement relating
      to such Owned Aircraft and the Lien of the Temporary Lease); and

     

    (d) such
      Owned Aircraft has been maintained in accordance with, and is in the condition
      required by, the Maintenance Program.

     

    Section
      5.06 Representations
      and Warranties of Republic.
      It is a
      condition precedent under Section 5.03(c) that Republic make the following
      representations and warranties at the Closing for each Owned
      Aircraft:

     

    (a) the
      Secured Loan Assignment and the Temporary Lease with respect to such Owned
      Aircraft each has been duly authorized, executed and delivered by Republic
      Airline and constitutes the legal, valid and binding obligation of Republic
      Airline, enforceable in accordance with its terms; and

     

    (b) Republic
      Airline is a Citizen of the United States.

     

    Section
      5.07 Closing.

     

    (a) At
      the
      Closing for an Owned Aircraft, subject to the satisfaction or waiver of the
      conditions to its obligations set forth in this Agreement with respect to such
      Owned Aircraft, US Airways and Republic shall simultaneously take the following
      action:

     

    (i) Republic
      shall cause Republic Airline to:

     

    (A) pay
      to US
      Airways the Purchase Price for such Owned Aircraft;

     

    (B) authorize
      FAA Counsel to file with the FAA the FAA Filed Documents to which it is a party
      with respect to such Owned Aircraft;

     

    (C) deliver
      to US Airways copies of the following duly executed by it with respect to such
      Owned Aircraft:

     

    (1) the
      Secured Loan Assignment;

     

    (2) the
      Delivery Receipt; and

     

    (3) the
      Temporary Lease.

     

    (ii) US
      Airways shall:

     

    (A) authorize
      FAA Counsel to file with the FAA the FAA Filed Documents to which it is a party
      with respect to such Owned Aircraft;

     

    (B) deliver
      to Republic copies of the following duly executed by it (and, in the case of
      the
      Secured Loan Assignment, duly executed by the Company) with respect to such
      Owned Aircraft:

     

    (1) the
      Secured Loan Assignment;

     

    (2) the
      Aircraft Bill of Sale; and

     

    (3) the
      Temporary Lease;

     

    (C) pay
      to
      the Lender with respect to such Owned Aircraft the amount due and payable
      pursuant to the Secured Loan Assignment for such Owned Aircraft.

     

    (b) Upon
      completion of the transactions described in Section 5.07(a) with respect
      to
      an Owned Aircraft, Republic Airline shall be deemed the owner of such Owned
      Aircraft and such Owned Aircraft shall simultaneously be deemed leased by
      Republic Airline to US Airways, as lessee, pursuant to the applicable Temporary
      Lease.

     

    Section
      5.08 Taxes.
      US
      Airways shall assume responsibility for all Taxes imposed upon or arising out
      of
      the sale and delivery of an Owned Aircraft to Republic Airline hereunder,
      regardless of who is responsible therefor at Law, shall hold Republic and
      Republic Airline harmless in respect thereof and shall reimburse Republic and
      Republic Airline on demand for any such Taxes. US Airways’ obligations under
      this Section 5.08 shall survive the sale of an Owned Aircraft hereunder.
      Republic agrees to, and agrees to cause Republic Airline to, furnish US Airways
      with such documents and certificates as it may reasonably request in connection
      with any claims for exemption from the payment of such Taxes. US Airways will
      have the right, at its sole cost and expense, to reasonably and in good faith
      contest the validity, applicability or amount of any Taxes which it is required
      to pay under this Section 5.08, and Republic agrees to, and will cause Republic
      Airline to, contest or permit US Airways to contest in any reasonable manner
      the
      validity, applicability or amount of any such Taxes or assist US Airways in
      any
      reasonable manner in such protest on US Airways’ request and at US Airways sole
      cost and expense.

     

    ARTICLE
      VI

     

    


     

    ASSIGNMENT
      OF LEASED AIRCRAFT

     

    Section
      6.01 Agreement
      to Assign and Assume Leases.
      

     

    (a) If
      the
      Slots Option or the Call Option shall have been exercised as provided in
      Article V, then US Airways agrees to assign to the applicable Republic
      Designee, and Republic agrees to cause the applicable Republic Designee to
      assume, all of US Airways’ rights and obligations under the Lease Documents with
      respect to each Leased Aircraft, on the terms and subject to the conditions
      set
      forth herein.

     

    (b) Republic
      shall give US Airways at least five (5) Business Days’ prior written notice of
      the scheduled Closing Date for each Leased Aircraft.

     

    (c) Republic
      and US Airways agree to cooperate in closing the assignment of the Lease
      Documents for each Leased Aircraft while such Leased Aircraft is located in
      a
      jurisdiction that will eliminate all Taxes arising from such assignment to
      Republic, the applicable Republic Designee and US Airways.

     

    Section
      6.02 Conditions
      to Republic’s Obligations.
      Republic’s obligations hereunder to cause the applicable Republic Designee to
      assume the Lease Documents with respect to any Leased Aircraft shall be subject
      to the satisfaction or waiver by Republic at or prior to the Closing for such
      Leased Aircraft of each of the conditions set forth below:

     

    (a) Inspection.
      Republic shall have completed its inspection of such Leased Aircraft and related
      Aircraft Documents under Section 9.01 and they shall satisfy the Aircraft
      Delivery Conditions.

     

    (b) Lease
      Documents.
      Lessor
      and the Owner Participant shall have duly executed and delivered to the
      applicable Republic Designee the Lease Documents Amendments and Lease Documents
      Assignment with respect to such Leased Aircraft, which shall be in full force
      and effect subject to execution and delivery by the other parties
      thereto.

     

    (c) ATSB
      Lien Release.
      Republic shall have received a duly executed copy of the ATSB Lien Release
      with
      respect to such Leased Aircraft and Lease Documents.

     

    (d) Violation
      of Law.
      After
      the date of this Agreement, no change shall have occurred in any applicable
      Law
      and no judgment, decree, order, writ, award, injunction or determination by
      any
      Governmental Authority shall have been issued that makes it a violation of
      Law
      for the applicable Republic Designee to assume the Lease Documents with respect
      to such Leased Aircraft, to take possession of such Leased Aircraft or otherwise
      to perform its obligations under this Article VI at the Closing for
      such
      Leased Aircraft.

     

    (e) Representations,
      Warranties and Covenants.
      The
      representations and warranties of US Airways made in Article III and
      Section 6.05 of this Agreement shall be true and accurate as of the
      Closing
      for such Leased Aircraft (unless any such representation and warranty shall
      have
      been made with reference to a specified date, in which case such representation
      and warranty shall be true and accurate as of such specified date), US Airways
      shall have performed and observed in all material respects all of its covenants,
      obligations and agreements in this Agreement to be observed or performed by
      it
      at or prior to the Closing with respect to such Leased Aircraft, and US Airways
      shall have delivered to Republic and the applicable Republic Designee a
      certificate signed by a duly authorized officer of US Airways, dated as of
      the
      Closing Date for such Leased Aircraft, confirming the foregoing.

     

    (f) No
      Material Default.
      On the
      Closing Date for such Leased Aircraft, no event shall have occurred and be
      continuing, or would result from the transactions contemplated by this
      Article VI with respect to such Leased Aircraft, which constitutes a
      Material Default under any Slot/Gate Transaction Agreement, the Existing Jet
      Service Agreement, the New Jet Services Agreement or any Aircraft Transaction
      Agreement.

     

    (g) Investment
      Agreement.
      The
      Investment Agreement shall not have been terminated on or prior to the Closing
      Date for such Leased Aircraft (except for a termination pursuant to
      Section 9.01(c) of the Investment Agreement).

     

    (h) No
      Event of Loss.
      No
      Event of Loss with respect to such Leased Aircraft or any Related Engine shall
      have occurred and no circumstance or condition shall exist that, with the giving
      of notice or lapse of time or both, would give rise to or constitute an Event
      of
      Loss with respect to such Leased Aircraft or any Related Engine.

     

    (i) Certification.
      Such
      Leased Aircraft shall have been duly certificated by the FAA as to type and
      airworthiness, such certification shall be in full force and effect and Republic
      shall have received a copy of the current, valid Standard Certificate of
      Airworthiness for such Leased Aircraft duly issued by the FAA.

     

    (j) Filing.
      On the
      Closing Date for such Leased Aircraft, the FAA Filed Documents with respect
      to
      such Leased Aircraft shall have been duly filed for recordation (or shall be
      in
      the process of being so duly filed for recordation) with the FAA in accordance
      with the Transportation Code.

     

    (k) No
      Proceedings.
      No
      action or proceeding shall have been instituted, nor shall any action be
      threatened, before any Government Authority, nor shall any order, judgment
      or
      decree have been issued or proposed to be issued by any Government Authority,
      to
      set aside, restrain, enjoin or prevent the completion and consummation of all
      or
      any part of this Agreement or any Aircraft Transaction.

     

    (l) Governmental
      Action.
      All
      appropriate action required to have been taken at or prior to the Closing for
      such Leased Aircraft by any Government Authority (including the Bankruptcy
      Court) in connection with the transactions contemplated by Article VI
      to
      occur at such Closing shall have been taken, and all orders, permits, waivers,
      authorizations, exemptions and approvals of such entities required to be in
      effect as of the Closing for such Leased Aircraft in connection with the
      transactions contemplated by Article VI to occur at such Closing shall
      have
      been issued and shall be in full force and effect.

     

    (m) Opinions.
      Republic and the applicable Republic Designee shall have received the following
      opinions of counsel, dated as of the Closing Date for such Leased Aircraft,
      in
      form and substance reasonably satisfactory to Republic:

     

    (i) an
      opinion of Vedder, Price, Kaufman & Kammholz, P.C., special counsel to US
      Airways;

     

    (ii) an
      opinion of in-house counsel of US Airways; and

     

    (iii) an
      opinion of FAA Counsel.

     

    (n) Other
      Aircraft.
      The
      Closing for each Aircraft scheduled prior to the Closing Date for such Leased
      Aircraft (and, if applicable, for the Simulator) shall have been consummated,
      and the conditions to Republic’s obligations set forth in this Agreement with
      respect to each other Aircraft with a Closing scheduled on the Closing Date
      for
      such Leased Aircraft (and, if applicable, for the Simulator) shall have been
      satisfied or waived by Republic (except for three other Aircraft in the
      aggregate, other than due to a breach by US Airways).

     

    Section
      6.03 Conditions
      to US Airways’ Obligations.
      US
      Airways’ obligations hereunder to consummate the assignment of the Lease
      Documents with respect to any Leased Aircraft shall be subject to the
      satisfaction or waiver by US Airways at the Closing for such Leased Aircraft
      of
      each of the conditions set forth below: 

     

    (a) Lease
      Document Assignment.
      Lessor
      and Owner Participant shall have duly executed and delivered to US Airways
      the
      Lease Documents Assignment with respect to such Leased Aircraft, which shall
      be
      in full force and effect subject to execution and delivery by the other parties
      thereto.

     

    (b) Violation
      of Law.
      After
      the date of this Agreement, no change shall have occurred in any applicable
      Law
      and no judgment, decree, order, writ, award, injunction or determination by
      any
      Governmental Authority shall have been issued that makes it a violation of
      Law
      for US Airways to assign the Lease Documents with respect to such Leased
      Aircraft or otherwise to perform its obligations under this Article VI
      at
      the Closing for such Leased Aircraft. 

     

    (c) Representations,
      Warranties and Covenants.
      The
      representations and warranties of Republic set forth in Article IV and
      Section 6.06 shall be true and accurate as of the Closing Date for such
      Leased Aircraft (unless any such representation and warranty shall have been
      made with reference to a specified date, in which case such representation
      and
      warranty shall be true and accurate as of such specified date), Republic shall
      have performed and observed in all material respects all of its covenants,
      obligations and agreements in this Agreement to be observed or performed by
      it
      at or prior to the Closing with respect to such Leased Aircraft, and Republic
      and the applicable Republic Designee shall have delivered to US Airways a
      certificate signed by a duly authorized officer of Republic, dated as of the
      Closing Date for such Leased Aircraft, confirming the foregoing.

     

    (d) No
      Event of Loss.
      No
      Event of Loss with respect to such Leased Aircraft shall have
      occurred.

     

    (e) Filing.
      On the
      Closing Date for such Leased Aircraft, the FAA Filed Documents with respect
      to
      such Leased Aircraft shall have been duly filed for recordation (or shall be
      in
      the process of being so duly filed for recordation) with the FAA in accordance
      with the Transportation Code.

     

    (f) Governmental
      Action.
      All
      appropriate action required to have been taken at or prior to the Closing for
      such Leased Aircraft by any Government Authority (including the Bankruptcy
      Court) in connection with the transactions contemplated by Article VI
      to
      occur at such Closing shall have been taken, and all orders, permits, waivers,
      authorizations, exemptions and approvals of such entities required to be in
      effect as of the Closing for such Leased Aircraft in connection with the
      transactions contemplated by Article VI to occur at such Closing shall
      have
      been issued and shall be in full force and effect.

     

    (g) Opinions.
      US
      Airways shall have received the following opinions of counsel, dated as of
      the
      Closing Date for such Leased Aircraft, in form and substance reasonably
      satisfactory to US Airways:

     

    (i) an
      opinion of Hughes Hubbard & Reed LLP, special counsel to
      Republic;

     

    (ii) an
      opinion of in-house counsel to Republic; and

     

    (iii) an
      opinion of FAA Counsel.

     

    Section
      6.04 Limitation
      on Warranties.
      EACH
      LEASED AIRCRAFT IS BEING ASSIGNED “AS IS, WHERE IS, WITH ALL FAULTS”, AND US
      AIRWAYS DOES NOT MAKE, AND SHALL NOT BE DEEMED TO HAVE MADE, AND HEREBY
      EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF
      ANY
      NATURE WHATSOEVER CONCERNING THE LEASED AIRCRAFT, THE RELATED ENGINES OR ANY
      PART THEREOF INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF AIRWORTHINESS,
      CONDITION, VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR
      PURPOSE, OR FITNESS FOR USE OF THE LEASED AIRCRAFT, THE RELATED ENGINES OR
      ANY
      PART THEREOF, OR AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT
      DISCOVERABLE, AS TO THE INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, AS
      TO
      THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO THE
      QUALITY OF THE MATERIAL OR WORKMANSHIP IN ANY LEASED AIRCRAFT, THE RELATED
      ENGINES OR ANY PART THEREOF, OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION
      OR
      WARRANTY WHATSOEVER WITH RESPECT THERETO, provided
      that the
      foregoing shall not limit or affect the representations and warranties of US
      Airways in Article III or Section 6.05.

     

    Section
      6.05 Representations
      and Warranties of US Airways.
      It is a
      condition precedent under Section 6.02(e) that US Airways make the
      following representations and warranties at the Closing for each Leased
      Aircraft:

     

    (a) the
      Leased Documents Assignment with respect to such Leased Aircraft has been duly
      authorized, executed and delivered by US Airways and constitutes the legal,
      valid and binding obligation of US Airways, enforceable in accordance with
      its
      terms;

     

    (b) no
      Event
      of Loss with respect to such Leased Aircraft or any Related Engine has occurred
      and no circumstance or condition exists that, with the giving of notice or
      lapse
      of time or both, would give rise to or constitute an Event of Loss and respect
      to such Leased Aircraft or any Related Engine;

     

    (c) such
      Leased Aircraft will be delivered to the applicable Republic Designee at the
      Closing for such Leased Aircraft free and clear of all Liens, other than the
      terms of the Lease Documents with respect to such Leased Aircraft and Lessor
      Liens (as defined in the Lease Documents with respect to such Leased Aircraft);
      and

     

    (d) such
      Leased Aircraft has been maintained in accordance with, and is in the condition
      required by, the Maintenance Program.

     

    Section
      6.06 Representations
      and Warranties of Republic.
      It is a
      condition precedent under Section 6.03(c) that Republic make the following
      representation and warranty at the Closing for each Leased Aircraft: the Leased
      Documents Assignment with respect to such Leased Aircraft has been duly
      authorized, executed and delivered by the applicable Republic Designee and
      constitutes the legal, valid and binding obligation of the applicable Republic
      Designee, enforceable in accordance with its terms.

     

    Section
      6.07 Closing.
      At the
      Closing for each Leased Aircraft, subject to the satisfaction or waiver of
      the
      conditions to its obligations set forth in this Agreement with respect to such
      Leased Aircraft, US Airways and Republic shall simultaneously take the following
      action:

     

    (a) Republic
      shall cause the applicable Republic Designee to:

     

    (i) authorize
      FAA Counsel to file with the FAA the FAA Filed Documents to which such Republic
      Designee is a party with respect to such Leased Aircraft; and

     

    (ii) deliver
      to US Airways copies of the following duly executed by such Republic Designee
      with respect to such Leased Aircraft:

     

    (A) the
      Lease
      Documents Assignment; and

     

    (B) the
      Delivery Receipt.

     

    (b) US
      Airways shall:

     

    (i) authorize
      FAA Counsel to file with the FAA the FAA Filed Documents to which it is a party
      with respect to such Leased Aircraft;

     

    (ii) deliver
      to Republic the Lease Documents Assignment with respect to such Leased Aircraft
      duly executed by US Airways and the Company;

     

    (iii) deliver
      possession of (i) such Leased Aircraft to the applicable Republic Designee
      at a
      location selected by Republic on the applicable Republic Designee’s domestic
      route systems under the US Airways Express service in order to permit operations
      of the Aircraft under the New Jet Service Agreement and (ii) the related
      Aircraft Documents to the applicable Republic Designee at Pittsburgh,
      Pennsylvania, or in any case such other location as US Airways and Republic
      shall agree; and

     

    (iv) pay
      to
      the Lessor with respect to such Leased Aircraft the amount due and payable
      pursuant to the Lease Documents Assignment for such Leased
      Aircraft.

     

    Section
      6.08 Taxes.
      US
      Airways shall assume responsibility for all Taxes imposed upon or arising out
      of
      the assignment of the Lease Documents for a Leased Aircraft or delivery of
      a
      Leased Aircraft to the applicable Republic Designee hereunder, regardless of
      who
      is responsible therefor at Law, shall hold Republic and the applicable Republic
      Designee harmless in respect thereof and shall reimburse Republic and the
      applicable Republic Designee on demand for any such Taxes. US Airways’
      obligations under this Section 6.08 shall survive the assignment of
      the
      Lease Documents for a Leased Aircraft or delivery of a Leased Aircraft
      hereunder. Republic agrees to, and agrees to cause the applicable Republic
      Designee to, furnish US Airways with such documents and certificates as it
      may
      reasonably request in connection with any claims for exemption from the payment
      of such Taxes. US Airways will have the right, at its sole cost and expense,
      to
      reasonably and in good faith contest the validity, applicability or amount
      of
      any Taxes which it is required to pay under this Section 6.08 (so long as it
      does not result in any Lien being imposed on any Leased Aircraft), and Republic
      agrees to, and will cause the applicable Republic Designee to, contest or permit
      US Airways to contest in any reasonable manner the validity, applicability
      or
      amount of any such Taxes or assist US Airways in any reasonable manner in such
      protest on US Airways’ request and at US Airways sole cost and
      expense.

     

    ARTICLE
      VII

     

    


     

    SALE
      OF
      ITEMS OF EQUIPMENT

     

    Section
      7.01 Agreement
      to Sell Other Equipment.
      If the
      Slots Option or the Call Option shall have been exercised as provided in Article
      V, US Airways agrees to sell and Republic agrees to cause the applicable
      Republic Designee to purchase (i) each of the Simulator, the Simulator Spare
      Parts and the Door Trainer on such Business Day prior to November 1, 2005,
      as US
      Airways shall specify by written notice to Republic given at least ten Business
      Days in advance of such specified day and (ii) the Spare Parts in one or more
      Batches on such Business Day or Business Days as US Airways shall specify by
      written notice to Republic given at least ten Business Days in advance of such
      specified day, in each case on the terms and subject to the conditions set
      forth
      herein. If the Closing for the Simulator, the Simulator Spare Parts or the
      Door
      Trainer shall not have occurred prior to November 1, 2005, or if the
      Closing for any Spare Parts not previously sold to a Republic Designee hereunder
      shall not have occurred within 30 days after the occurrence of the Closing
      for the last remaining Leased Aircraft, the parties’ obligations to effect such
      Closing shall be terminated, although any such termination shall not relieve
      either party from any liability for breach of its obligations hereunder. The
      Closings for the Simulator and the Simulator Spare Parts shall be held on the
      same day. Prior to the Closing for the Simulator, US Airways will allow Republic
      Airline to use the Simulator for its training purposes during all normal hours
      of operation of the Simulator that US Airways does not need to use the Simulator
      for its training purposes, and Republic and US Airways shall, promptly after
      the
      date of this Agreement, negotiate, execute and deliver an agreement providing
      for such use on commercially reasonable terms (including a fee payable by
      Republic Airline for such use).

     

    Section
      7.02 Conditions
      to Republic’s Obligations.
      Republic’s obligations hereunder to cause the applicable Republic Designee to
      consummate the purchase of any Item of Equipment shall be subject to the
      satisfaction or waiver by Republic at the Closing for such Item of Equipment
      of
      each of the conditions set forth below:

     

    (a) Inspection.
      Republic shall have completed its inspection of such Item of Equipment and
      related Equipment Documents under Section 9.02 and they shall satisfy
      the
      Equipment Delivery Conditions.

     

    (b) Violation
      of Law.
      After
      the date of this Agreement, no change shall have occurred in any applicable
      Law
      and no judgment, decree, order, writ, award, injunction or determination by
      any
      Governmental Authority shall have been issued that makes it a violation of
      Law
      for the applicable Republic Designee to purchase such Item of Equipment or
      otherwise to perform its obligations under this Article VII at the Closing
      for such Item of Equipment.

     

    (c) Representations,
      Warranties and Covenants.
      The
      representations and warranties of US Airways set forth in Article III
      and
      Section 7.05 of this Agreement shall be true and accurate as of the
      Closing
      Date for such Item of Equipment (unless any such representation and warranty
      shall have been made with reference to a specified date, in which case such
      representation and warranty shall be true and accurate as of such specified
      date), US Airways shall have performed and observed in all material respects
      all
      of its covenants, obligations and agreements in this Agreement to be observed
      or
      performed by it at or prior to the Closing for such Item of Equipment, and
      (except in the case of a Closing for a Batch) US Airways shall have delivered
      to
      Republic and the applicable Republic Designee a certificate signed by a duly
      authorized officer of US Airways, dated as of the Closing Date for such Item
      of
      Equipment, confirming the foregoing.

     

    (d) No
      Material Default.
      On the
      Closing Date for such Item of Equipment, no event shall have occurred and be
      continuing, or would result from the sale of such Item of Equipment or the
      other
      transactions contemplated by this Article VII, which constitutes a Material
      Default under any Slot/Gate Transaction Agreement, the Existing Jet Service
      Agreement, the New Jet Service Agreement or any Aircraft Transaction
      Agreement.

     

    (e) No
      Event of Loss.
      No
      Event of Loss with respect to such Item of Equipment shall have occurred and
      no
      circumstance or condition shall exist that, with the giving of notice or lapse
      of time or both, would give rise to or constitute an Event of Loss with respect
      to such Item of Equipment.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (f) Title.
      Except,
      in the case of the Simulator, for the rights of the IP Parties duly licensed
      to
      the applicable Republic Designee as approved in the IP Consents and assuming,
      in
      the case of the Simulator, that the applicable Republic Designee [*]
      as
      provided in the CAE License Assignment, the applicable Republic Designee shall
      have good title (subject to delivery to the applicable Republic Designee of
      the
      Equipment Bill of Sale with respect to such Item of Equipment and, in the case
      of the Door Trainer, to satisfaction of the condition set forth in Section
      7.02(o)) to such Item of Equipment, free and clear of Liens, and, in the case
      of
      a Batch that includes the auxiliary power unit included in the Spare Parts,
      [*].

     

    (g) Certification.
      In the
      case of the Closing for the Simulator, the Simulator shall have been duly
      certificated by the FAA as a Level D simulator, such certification shall
      be
      in full force and effect and Republic shall have received evidence of such
      certification reasonably satisfactory to it. 

     

    (h) IP
      Consents.
      In the
      case of the Closing for the Simulator, Republic shall have received copies
      of
      the IP Consents, duly executed by the IP Parties, which shall be in full force
      and effect. 

     

    (i) Warranty
      Provider Consents.
      In the
      case of the Closing for the Simulator, Republic shall have received copies
      of
      consents of each Warranty Provider (the “Warranty
      Provider Consents”)
      with
      respect to such Item of Equipment to the Warranty Assignment relating to such
      Warranty Provider, in form and substance reasonably satisfactory to Republic,
      which shall be in full force and effect.

     

    (j) No
      Proceedings.
      No
      action or proceeding shall have been instituted, nor shall any action be
      threatened, before any Government Authority, nor shall any order, judgment
      or
      decree have been issued or proposed to be issued by any Government Authority,
      to
      set aside, restrain, enjoin or prevent the completion and consummation of all
      or
      any part of this Agreement or any Aircraft Transaction.

     

    (k) Governmental
      Action.
      All
      appropriate action required to have been taken at or prior to the Closing for
      such Item of Equipment by any Government Authority (including the Bankruptcy
      Court) in connection with the transactions contemplated by Article VII
      shall have been taken, and all orders, permits, waivers, authorizations,
      exemptions and approvals of such entities required to be in effect as of the
      Closing for such Item of Equipment in connection with the transactions
      contemplated by Article VII shall have been issued and shall be in full
      force and effect.

     

    (l) Opinions.
      Except
      in the case of a Closing for a Batch, Republic shall have received the following
      opinions of counsel, dated as of the Closing Date for such Item of Equipment,
      in
      form and substance reasonably satisfactory to Republic:

     

    ____

    *
      Confidential

     

    


     

    (i) an
      opinion of Vedder, Price, Kaufman & Kammholz, P.C., special counsel to US
      Airways; and 

     

    (ii) an
      opinion of in-house counsel of US Airways.

     

    (m) Other
      Closings.
      The
      Closing for each Aircraft and other Item of Equipment scheduled prior to the
      Closing Date for such Item of Equipment shall have been consummated, and the
      conditions to Republic’s obligations set forth in this Agreement with respect to
      each Aircraft and other Item of Equipment with a Closing scheduled on the
      Closing Date for such Item of Equipment shall have been satisfied or waived
      by
      Republic (except for three other Aircraft in the aggregate, other than due
      to a
      breach by US Airways).

     

    (n) ATSB
      Lien Release.
      Republic shall have received a duly executed copy of the ATSB Lien Release
      with
      respect to such Item of Equipment, which shall be in full force and
      effect.

     

    (o) Door
      Trainer.
      In the
      case of the Closing for the Door Trainer, Embraer shall have conveyed to
      Republic Embraer’s interest in the Door Trainer, subject to payment by the
      applicable Republic Designee to Embraer of $[*]
      in cash,
      pursuant to documentation reasonably satisfactory to Republic.

     

    (p) Simulator
      Maintenance Agreement.
      In the
      case of the Closing for the Simulator, US Airways shall have executed and
      delivered to Republic a Simulator Maintenance Agreement in form and substance
      satisfactory to Republic in its sole discretion.

     

    Section
      7.03 Conditions
      to US Airways’ Obligations.
      US
      Airways’ obligations hereunder to consummate the sale of any Item of Equipment
      shall be subject to the satisfaction or waiver by US Airways at the Closing
      for
      such Item of Equipment of each of the conditions set forth below:

     

    (a) Violation
      of Law.
      After
      the date of this Agreement, no change shall have occurred in any applicable
      Law
      and no judgment, decree, order, writ, award, injunction or determination by
      any
      Governmental Authority shall have been issued that makes it a violation of
      Law
      for US Airways to sell such Item of Equipment or otherwise to perform its
      obligations under this Article VII at the Closing for such Item of
      Equipment.

     

    ____

    *
      Confidential

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (b) Representations,
      Warranties and Covenants.
      The
      representations and warranties of Republic set forth in Article IV shall
      be
      true and accurate as of the Closing Date for such Item of Equipment (unless
      any
      such representation and warranty shall have been made with reference to a
      specified date, in which case such representation and warranty shall be true
      and
      accurate as of such specified date), Republic shall have performed and observed
      in all material respects all of its covenants, obligations and agreements in
      this Agreement to be observed or performed by it at or prior to the Closing
      for
      such Item of Equipment, and (except in the case of a Closing for a Batch)
      Republic shall have delivered to US Airways a certificate signed by a duly
      authorized officer of Republic, dated as of the Closing Date for such Item
      of
      Equipment, confirming the foregoing.

     

    (c) No
      Event of Loss.
      No
      Event of Loss with respect to such Item of Equipment shall have
      occurred.

     

    (d) Governmental
      Action.
      All
      appropriate action required to have been taken at or prior to the Closing for
      such Item of Equipment by any Government Authority (including the Bankruptcy
      Court) in connection with the transactions contemplated by Article VII
      to
      occur at such Closing shall have been taken, and all orders, permits, waivers,
      authorizations, exemptions and approvals of such entities required to be in
      effect as of the Closing for such Item of Equipment in connection with the
      transactions contemplated by Article VII to occur at such Closing shall
      have been issued and shall be in full force and effect.

     

    (e) Opinions.
      Except
      in the case of a Closing for a Batch, US Airways shall have received the
      following opinions of counsel, dated as of the Closing Date for such Owned
      Aircraft, in form and substance reasonably satisfactory to US
      Airways:

     

    (i) an
      opinion of Hughes Hubbard & Reed LLP, special counsel to Republic;
      and

     

    (ii) an
      opinion of in-house counsel to Republic.

     

    (f) Other
      Aircraft.
      The
      conditions to US Airways’ obligations set forth in this Agreement with respect
      to each other Owned Aircraft shall have been satisfied or waived by US Airways
      (except for three other Aircraft in the aggregate, other than due to a breach
      by
      Republic).

     

    (g) ATSB
      Lien Release.
      US
      Airways shall have received a duly executed copy of the ATSB Lien Release with
      respect to such Item of Equipment, which shall be in full force and
      effect.

     

    (h) Purchase
      Price.
      US
      Airways shall have received the Purchase Price for such Item of
      Equipment.

     

    Section
      7.04 Limitation
      on Warranties.
      EACH
      ITEM OF EQUIPMENT IS BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS”, AND US
      AIRWAYS DOES NOT MAKE, AND SHALL NOT BE DEEMED TO HAVE MADE, AND HEREBY
      EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF
      ANY
      NATURE WHATSOEVER CONCERNING ANY ITEM OF EQUIPMENT OR ANY PART THEREOF INCLUDING
      BUT NOT LIMITED TO ANY WARRANTY OF CONDITION, VALUE, DESIGN, OPERATION,
      MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR FITNESS FOR USE OF
      ANY
      ITEM OF EQUIPMENT OR ANY PART THEREOF, OR AS TO THE ABSENCE OF LATENT OR OTHER
      DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE INFRINGEMENT OF ANY PATENT,
      TRADEMARK, COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY
      IN TORT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN ANY ITEM OF
      EQUIPMENT OR ANY PART THEREOF, OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION
      OR
      WARRANTY WHATSOEVER WITH RESPECT THERETO, provided
      that the
      foregoing shall not limit or affect the representations and warranties of US
      Airways in Article III and Section 7.05 of this Agreement or in each
      Equipment Bill of Sale.

     

    Section
      7.05 Representations
      and Warranties of US Airways.
      It is a
      condition precedent under Section 7.02(c) that US Airways make the
      following representations and warranties at the Closing for each Item of
      Equipment:

     

    (a) the
      Equipment Bill of Sale with respect to such Item of Equipment has been duly
      authorized, executed and delivered by US Airways and constitutes the legal,
      valid and binding obligation of US Airways, enforceable in accordance with
      its
      terms;

     

    (b) no
      Event
      of Loss with respect to such Item of Equipment has occurred and no circumstance
      or condition exists that, with the giving of notice or lapse of time or both,
      would give rise to or constitute an Event of Loss with respect to such Item
      of
      Equipment;

     

    (c) except,
      in the case of the Simulator, for the rights of the IP Parties duly licensed
      to
      the applicable Republic Designee as approved in the IP Consents and assuming,
      in
      the case of the Simulator, that the applicable Republic Designee pays
[*]
      as
      provided in the CAE License Assignment, upon consummation of the Closing for
      such Item of Equipment, US Airways will have conveyed to the applicable Republic
      Designee good title to such Item of Equipment (or, in the case of the Door
      Trainer, all of US Airways’ right, title and interest in the Door Trainer), free
      and clear of all Liens (in the case of the Door Trainer, to the extent
      attributable to US Airways); and

     

    (d) other
      than the IP Consents (in the case of the Simulator), the Warranty Provider
      Consents (in the case of the Simulator), the ATSB Lien Release, payment of
      the
      Purchase Price for such Item of Equipment and other consents or approvals which
      have been obtained and are in full force and effect, no consent, authorization
      or approval of or payment to any Person is required for the conveyance of such
      Item of Equipment to the applicable Republic Designee or the use of such Item
      of
      Equipment by the applicable Republic Designee.

     

    ____

    *
      Confidential

     

    


     

    Section
      7.06 Closing.
      

     

    (a) At
      the
      Closing for any Item of Equipment, subject to the satisfaction or waiver of
      the
      conditions to its obligations set forth in this Agreement, US Airways and
      Republic shall simultaneously take the following action:

     

    (i) Republic
      shall cause the applicable Republic Designee to:

     

    (A) pay
      to US
      Airways the Purchase Price for such Item of Equipment; and

     

    (B) in
      the
      case of the Closing for the Simulator, deliver to US Airways the CAE License
      Assignment, duly executed by it.

     

    (ii) US
      Airways shall:

     

    (A) deliver
      to Republic copies of the following duly executed by it with respect to such
      Item of Equipment:

     

    (1) an
      Equipment Bill of Sale;

     

    (2) in
      the
      case of the Closing for the Simulator, the CAE License Assignment;
      and

     

    (3) in
      the
      case of the Closing for the Simulator, an assignment to the applicable Republic
      Designee of the warranties provided by each Warranty Provider for the Simulator
      (each, a “Warranty
      Assignment”)
      duly
      executed by US Airways, in form and substance reasonably satisfactory
      to
      Republic, which shall be in full force and effect; and

     

    (B) deliver
      possession of such Item of Equipment and the related Equipment Documents to
      the
      applicable Republic Designee at Pittsburgh, Pennsylvania (or, in the case of
      the
      Simulator, Simulator Spare Parts and Door Trainer, Charlotte, North Carolina),
      or such other location as US Airways and Republic shall agree, and,
      in the
      case of the Simulator, subject to the terms of the Simulator Maintenance
      Agreement.

     

    (b) Upon
      completion of the transactions described in Section 7.06(a), the applicable
      Republic Designee shall be deemed the owner of the relevant Item of Equipment
      and the risk of loss or damage to such Item of Equipment shall pass from US
      Airways to the applicable Republic Designee. From and after the Closing for
      an
      Item of Equipment, US Airways shall give the applicable Republic Designee
      commercially reasonable access, which does not interfere with US Airways
      business or operations, to the US Airways facilities where such Item of
      Equipment is located to enable such Republic Designee to package and ship such
      Item of Equipment to another location selected by such Republic Designee (except
      for the Simulator and the Simulator Spare Parts, which shall be subject to
      the
      terms of the Simulator Maintenance Agreement).

     

    Section
      7.07 Taxes.
      US
      Airways shall assume responsibility for all Taxes imposed upon or arising out
      of
      the sale and delivery of an Item of Equipment to the applicable Republic
      Designee hereunder, regardless of who is responsible therefor at Law, shall
      hold
      Republic and the applicable Republic Designee harmless in respect thereof and
      shall reimburse Republic and the applicable Republic Designee on demand for
      any
      such Taxes. US Airways’ obligations under this Section 7.07 shall survive
      the sale of an Item of Equipment hereunder. Republic agrees to, and agrees
      to
      cause the applicable Republic Designee to, furnish US Airways with such
      documents and certificates as it may reasonably request in connection with
      any
      claims for exemption from the payment of such Taxes. US Airways will have the
      right, at its sole cost and expense, to reasonably and in good faith contest
      the
      validity, applicability or amount of any Taxes which it is required to pay
      under
      this Section 7.07 (so long as it does not result in any Lien being imposed
      on an
      Item of Equipment), and Republic agrees to, and will cause the applicable
      Republic Designee to, contest or permit US Airways to contest in any reasonable
      manner the validity, applicability or amount of any such Taxes or assist US
      Airways in any reasonable manner in such protest on US Airways’ request and at
      US Airways sole cost and expense.

     

    ARTICLE
      VIII

     

    


     

    [Intentionally
      omitted.]

     

    ARTICLE
      IX

     

    


     

    INSPECTION
      

     

    Section
      9.01 Inspection
      of Aircraft.
      Inspection of each Owned Aircraft or Leased Aircraft and the related Aircraft
      Documents, as provided in this Section 9.01, shall take place at
      Pittsburgh, Pennsylvania, or such other location as Republic and US Airways
      may
      agree. At least ten Business Days prior to the scheduled Closing Date for an
      Aircraft, US Airways shall make the Aircraft Documents for such Aircraft
      available for inspection by Republic. Not
      more
      than once with respect to any Owned Aircraft or Leased Aircraft and upon at
      least 5 Business Days’ prior written notice to US Airways, Republic, or its
      authorized representative (the “Inspecting
      Parties”),
      may
      inspect the Aircraft.
      Any
      inspection of the Aircraft hereunder shall be limited to a visual, walk-around
      inspection (including access to the cockpit, cabin and cargo hold) and shall
      not
      include the opening of any panels, bays or other components of the Aircraft,
      Airframe or Engines. In addition, (a) the Inspecting Parties shall be
      fully
      covered by their own insurance with respect to any risks incurred in connection
      with any such inspection, (b) any such inspection shall be subject to
      the
      safety, security and workplace rules applicable at the location where such
      inspection is conducted and any applicable governmental rules or regulations,
      (c) in the case of an inspection during a maintenance visit, such
      inspection shall not interfere with the normal conduct of such maintenance
      visit
      or extend the time required for such maintenance visit or, in any event, at
      any
      time interfere with the use or operation of the Airframe or either Engine or
      with the normal conduct of US Airways’ business, and (d) US Airways shall
      not be required to undertake or incur any additional liabilities in connection
      with any such inspection.
      Each
      Inspecting Party shall bear its own expenses in connection with any such
      inspection.

     

    Section
      9.02 Inspection
      of Items of Equipment.
      Inspection of each Item of Equipment shall take place at its location in
      Pittsburgh, Pennsylvania (or, in the case of the Simulator, Simulator Spare
      Parts and Door Trainer, Charlotte, North Carolina), and, in the case of the
      Simulator and Door Trainer, shall include an inspection while they are in
      operation. At least ten Business Days prior to the scheduled Closing Date for
      an
      Item of Equipment, US Airways shall make the Equipment Documents for such Item
      of Equipment available for inspection by Republic. Any inspection of any Item
      of
      Equipment hereunder shall be limited to a visual, walk-around inspection. In
      addition, (a) the Inspecting Parties shall be fully covered by their
      own
      insurance with respect to any risks incurred in connection with any such
      inspection, (b) any such inspection shall be subject to the safety,
      security and workplace rules applicable at the location where such inspection
      is
      conducted and any applicable governmental rules or regulations, (c) such
      inspection shall not interfere with the normal conduct of US Airways’ business,
      and (d) US Airways shall not be required to undertake or incur any
      additional liabilities in connection with any such inspection. Each Inspecting
      Party shall bear its own expenses in connection with any such inspection.


     

    Section
      9.03 Republic’s
      Indemnities.
      Republic shall indemnify and hold harmless US Airways from and against all
      claims (except claims arising from the willful misconduct or gross negligence
      of
      US Airways or its agents), including costs and expenses incident thereto,
      arising out of injury to or death of any employee of Republic or any person
      designated by Republic to act in any manner in connection with any inspection
      of
      an Aircraft or Item of Equipment, which injury or death shall in any manner
      arise out of or be connected with such inspection, notwithstanding any
      limitation of liability intended to protect Republic under any worker’s
      compensation or similar law.

     

    Section
      9.04 US
      Airways’ Indemnities.
      US
      Airways shall indemnify and hold harmless Republic and the applicable Republic
      Designee from and against all claims (except claims arising from the willful
      misconduct or gross negligence of Republic, the applicable Republic Designee
      or
      their respective agents), including costs and expenses incident thereto, arising
      out of injury to or death of any employee of US Airways or any person designated
      by US Airways to act in any manner in connection with any inspection of an
      Aircraft or Item of Equipment, which injury or death shall in any manner arise
      out of or be connected with such inspection, notwithstanding any limitation
      of
      liability intended to protect US Airways under any worker’s compensation or
      similar law.

     

    ARTICLE
      X

     

    


     

    ADDITIONAL
      COVENANTS

     

    Section
      10.01 Assignment
      of Certain Rights.
      Effective upon consummation of the Closing for an Aircraft or Item of Equipment,
      US Airways shall be deemed to have assigned to the applicable Republic Designee
      such rights as US Airways may have under any warranty, express or implied,
      with
      respect to such Aircraft or Item of Equipment made by the manufacturer of such
      Aircraft or Item of Equipment or of any part or component thereof, any
      subcontractor or supplier to any such manufacturer, any maintenance provider
      with respect to such Aircraft or Item of Equipment or any part or component
      thereof or any other seller of such Aircraft or Item of Equipment or any part
      or
      component thereof, to the extent that the same may be assigned or otherwise
      made
      available to the applicable Republic Designee, provided
      that US
      Airways is not assigning hereunder any of its warranties provided by Embraer
      or
      the engine manufacturer with respect to any Aircraft.

     

    Section
      10.02 Satisfaction
      of Conditions.
      Each
      party shall, and shall cause its Affiliates to, use commercially reasonable
      efforts to cause the conditions to the Closing of each Aircraft Transaction
      to
      be satisfied.

     

    Section
      10.03 Pre-Closing
      Conduct.
      Prior
      to the Closing for an Owned Aircraft, Leased Aircraft or Item of Equipment,
      (i)
      US Airways shall continue to possess, maintain and operate (x) such
      Item of
      Equipment in a commercially reasonable manner, consistent with prior practice
      and (y) such Owned Aircraft or Leased Aircraft as required by the Secured
      Loan Documents or Lease Documents applicable thereto and (ii) US Airways shall
      not, directly or indirectly, assign or dispose of its interest in such Owned
      Aircraft, Leased Aircraft or Item of Equipment. Prior to the Closing for an
      Owned Aircraft or Leased Aircraft, US Airways shall not agree to any amendment,
      modification or supplement to any Secured Loan Document or Lease Document
      applicable thereto. US Airways shall assume pursuant to the Bankruptcy Code
      the
      Lease Documents for each Leased Aircraft on or before the Effective
      Date.

     

    Section
      10.04 Transfer
      to Republic Airline.
      Attached hereto as Schedule 17 is a non-binding schedule by month for
      the
      expected (i) termination of each Temporary Lease and transfer to the applicable
      Republic Designee of each Owned Aircraft and (ii) the Closing and transfer
      to
      the applicable Republic Designee of each Leased Aircraft. Republic shall use
      commercially reasonable efforts to cause such Aircraft to be transferred to
      the
      applicable Republic Designee in accordance with such Schedule (it being
      understood that Republic shall have no obligation to waive an condition with
      respect to any Closing); provided
      that in
      all cases the Owned Aircraft shall be transferred first and the Closings for
      the
      Leased Aircraft shall be held next.

     

    Section
      10.05 New
      Jet Service Agreement.
      Republic Airline and US have previously entered into the New Jet Service
      Agreement. Each Republic Designee (other than Republic Airline, if any) that
      leases an Aircraft pursuant to this Agreement shall be added as a party to
      the
      New Jet Service Agreement on the same basis as Republic Airline. Upon
      consummation of the Closing for each Aircraft and, in the case of an Owned
      Aircraft, upon termination of the applicable Temporary Lease and return of
      such
      Aircraft to Republic Airline in accordance with the terms of such Temporary
      Lease, Republic will cause the applicable Republic Designee to operate such
      Aircraft as “US Airways Express” under the terms of the New Jet Service
      Agreement. The term of the New Jet Service Agreement with respect to any
      Additional Jet Service Aircraft (as defined in the Investment Agreement), if
      operated under the New Jet Service Agreement, shall be 10 years from the date
      that the first Additional Jet Service Aircraft goes into service under the
      New
      Jet Service Agreement.

     

    Section
      10.06 Preferential
      Hiring.
      If a
      Closing with respect to at least one Aircraft has been consummated, Republic
      will cause each Republic Designee that buys or leases Aircraft under this
      Agreement (i) to comply with the terms of Letter of Agreement #91 to the US
      Airways - ALPA Collective Bargaining Agreement and (ii) to offer preferential
      hiring to any flight attendants and mechanics currently employed at
      Mid-Atlantic, in each case only in relation to the number of Aircraft bought
      or
      leased by such Republic Designee under this Agreement.

     

    ARTICLE
      XI

     

    


     

    TERMINATION

     

    Section
      11.01 Termination
      of Agreement.
      Subject
      to Section 11.02 hereof, this Agreement may be terminated by notice in writing
      at any time by:

     

    (a) Republic,
      if (i) there shall have been a Material Breach with respect to US Airways or
      a
      breach by US Airways of any material representation, warranty, covenant or
      agreement contained in this Agreement, which breach would result in the failure
      to satisfy any condition to Republic’s obligation to consummate any remaining
      Closing under this Agreement and that has not been cured within thirty (30)
      days
      following receipt by US Airways of written notice from Republic of such breach,
      or (ii) any condition to Republic’s obligation to consummate all remaining
      Closings is not capable of being satisfied;

     

    (b) US
      Airways, if (i) there shall have been a Material Breach with respect to Republic
      or a breach by Republic of any material representation, warranty, covenant
      or
      agreement contained in this Agreement which breach would result in the failure
      to satisfy any condition to US Airways’ obligation to consummate any remaining
      Closing under this Agreement and that has not been cured within thirty (30)
      days
      following receipt by Republic of written notice from US Airways of such breach,
      or (ii) any condition to US Airways’ obligation to consummate all remaining
      Closings is not capable of being satisfied;

     

    (c) Republic,
      if the Slots Option shall have been exercised pursuant to Slot Option Agreement
      but the closing of the Slots Option shall not have been consummated and the
      Slot
      Option Agreement shall have been terminated in accordance with its
      terms;

     

    (d) Republic
      or US Airways if the Effective Date shall have occurred or the Investment
      Agreement shall have terminated (other than pursuant to Section 9.01(c)) in
      either case without the Slots Option having been exercised and Republic fails
      to
      exercise the Call Option within the time period provided therefor in
      Section 5.01(c); or

     

    (e) mutual
      agreement in writing by Republic and US Airways.

     

    Section
      11.02 Effect
      of Termination.
      If this
      Agreement is terminated in accordance with Section 11.01 hereof, this Agreement
      shall become null and void and of no further force and effect except that (i)
      the terms and provisions of this Section 11.02 and Article XII hereof shall
      remain in full force and effect, (ii) termination of this Agreement shall not
      relieve any party hereto from any liability for any breach of its obligations
      hereunder and (iii) termination of this Agreement shall not void or affect
      any
      of the transactions consummated prior to such termination (including the
      agreements under Articles IX and X applicable to transactions that have been
      consummated) or any provision hereof which by its terms survives
      termination.

     

    ARTICLE
      XII

     

    


     

    MISCELLANEOUS

     

    Section
      12.01 Fees
      and Expenses.
      Except
      as
      provided in Section 10.01 of the Investment Agreement or as expressly provided
      herein or in any Aircraft Transaction Agreement, each party shall bear its
      own
      costs and expenses incurred in connection with this Agreement or any of the
      Aircraft Transactions. Republic shall pay the fees and expenses of FAA Counsel
      with respect to the Aircraft Transactions pursuant to Articles V and
      VI.

     

    Section
      12.02 Survival
      of Representations and Warranties.
      The
      representations and warranties contained in this Agreement shall survive
      consummation of each Closing and shall be effective notwithstanding any
      investigation by or knowledge of the beneficiary thereof.

     

    Section
      12.03 Specific
      Performance.
      The
      parties hereto specifically acknowledge that monetary damages are not an
      adequate remedy for violations of this Agreement, and that any party hereto
      may,
      in its sole discretion, apply to a court of competent jurisdiction for specific
      performance or injunctive or such other relief as such court may deem just
      and
      proper in order to enforce this Agreement or prevent any violation hereof and,
      to the extent permitted by applicable Law and to the extent the party seeking
      such relief would be entitled on the merits to obtain such relief, each party
      waives any objection to the imposition of such relief.

     

    Section
      12.04 No
      Third-Party Beneficiaries.
      This
      Agreement is for the sole benefit of the parties hereto and their respective
      successors and permitted assigns, and nothing herein, express or implied, is
      intended or shall confer upon any other Person any legal or equitable right,
      benefit or remedy of any nature whatsoever under or by reason of this
      Agreement.

     

    Section
      12.05 Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      delivered personally, sent by courier or other delivery service, sent by
      telecopier or sent by certified mail, postage prepaid, as follows:

     

    (i) If
      to US
      Airways, to:

     

    US
      Airways, Inc.

     

    2345
      Crystal Drive

     

    Arlington,
      Virginia 22227

     

    Attention:
      General Counsel

     

    Telecopy
      No. 703-872-5936

     

    With
      a
      copy to:

     

    


     

    Arnold
      & Porter LLP

     

    555
      Twelfth Street, NW 

     

    Washington,
      D.C. 20004

     

    Attention:
      Brian Leitch, Esq.

     

    Telecopier
      No. 202-942-5999

     

    and:

     

    Vedder,
      Price, Kaufman & Kammholz, P.C.

     

    222
      North
      LaSalle Street, Suite 2400

     

    Chicago,
      IL 60601

     

    Attention:
      Joshua D. Gentner

     

    Telecopier:
      (312) 609-5005

     

    (ii) If
      to
      Republic, to:

     

    Republic
      Airways Holdings Inc. 

     

    8909
      Purdue Road

     

    Suite
      300

     

    Indianapolis,
      Indiana 46268

     

    Attention:
      Chief Executive Officer

     

    Telecopier:
      (317) 484-6060

     

    With
      a
      copy to:

     

    Wexford
      Capital LLC

     

    Wexford
      Plaza

     

    411
      West
      Putnam Avenue

     

    Greenwich,
      CT 06830

     

    Attention:
      President and General Counsel

     

    Telecopier:
      (203) 862-7320 and (203) 862-7312

     

    and:

     

    Hughes
      Hubbard & Reed LLP

     

    One
      Battery Park Plaza

     

    New
      York,
      New York 10004

     

    Attention:
      John K. Hoyns, Esq. 

     

    Telecopier:
      (212) 299-6792

     

    Any
      party
      may change its address for notices by written notice given to the other party
      as
      provided in this Section. Any notice given to an addressee as provided in this
      Section shall be deemed effectively given to such addressee for purposes of
      this
      Agreement when received or delivery is refused by the addressee.

     

    Section
      12.06 Entire
      Agreement; Amendment.
      This
      Agreement (including the Exhibits and Schedules hereto) and the documents
      delivered pursuant hereto (including, without limitation, the other Aircraft
      Transaction Agreements) set forth the entire agreement between the parties
      hereto with respect to the transactions contemplated by this Agreement and
      supersede all prior writings with respect to the subject matter hereof
      (including, without limitation, the Investment Agreement). Any provision of
      this
      Agreement may be amended, modified or supplemented in whole or in part at any
      time only by an agreement in writing between the parties hereto. No failure
      on
      the part of any party to exercise, and no delay in exercising, any right shall
      operate as waiver thereof, nor shall any single or partial exercise by either
      party of any right preclude any other or future exercise thereof or the exercise
      of any other right. No investigation by a party hereto of any other party hereto
      prior to or after the date hereof shall stop or prevent the exercise of any
      right hereunder or be deemed to be a waiver of any such right.

     

    Section
      12.07 Counterparts.
      This
      Agreement may be executed in two counterparts, each of which shall be deemed
      to
      constitute an original, but which together shall constitute one and the same
      document.

     

    Section
      12.08 Governing
      Law.
      To the
      extent not governed by the Bankruptcy Code, this Agreement shall be governed
      by,
      and interpreted in accordance with, the Laws of the State of New York applicable
      to contracts made and to be performed in that State without reference to
      principles of conflicts of law other than Sections 5-1401 and 5-1402
      of the
      New York General Obligations Law. The parties hereto agree that the appropriate
      and exclusive forum for any legal action or proceeding arising out of this
      Agreement between US Airways and Republic shall be the Bankruptcy Court, or
      if
      such court will not hear any such suit, the U.S. District Court for the Southern
      District of New York or the courts of the State of New York sitting in the
      City
      and County of New York, and each of the parties hereto irrevocably submits
      itself and its property to the exclusive jurisdiction of such courts and agrees
      to comply with all requirements necessary to give such courts jurisdiction.
      Each
      of the parties hereto further agrees that it will not bring any legal action
      or
      proceeding with respect to any disputes arising out of this Agreement, except
      as
      expressly set forth below for the execution or enforcement of judgment, in
      any
      jurisdiction other than the above specified courts. Each of the parties hereto
      irrevocably waives any objection that it may now or hereafter have to the
      jurisdiction or venue of any such action or proceeding in any such court or
      that
      such action or proceeding was brought in an inconvenient forum and consents
      to
      the service of process in any action or proceeding hereunder by the mailing
      of
      copies thereof by registered or certified airmail, postage prepaid, to the
      address specified in Section 12.05. The foregoing shall not limit the
      rights of any party hereto to serve process in any other manner permitted by
      the
      Law or to obtain execution of judgment in any other jurisdiction. Each party
      further agrees, to the extent permitted by Law, that final and non-appealable
      judgment against it in any action or proceeding contemplated above shall be
      conclusive and may be enforced in any other jurisdiction within or outside
      the
      United States by suit on the judgment, a certified or exemplified copy of which
      shall be conclusive evidence of the fact and the amount of indebtedness. THE
      PARTIES HERETO WAIVE ANY AND ALL RIGHTS THAT THEY MAY HAVE TO A JURY TRIAL
      WITH
      RESPECT TO DISPUTES ARISING OUT OF THIS AGREEMENT TO THE FULL EXTENT PERMITTED
      BY LAW.

     

    Section
      12.09 Further
      Assurances.
      Each
      party hereto shall execute, acknowledge and deliver or shall cause its
      Affiliates to execute, acknowledge and deliver, all such further agreements,
      instruments, certificates or documents, and shall do and cause its Affiliates
      to
      do such further acts and things, in any case, as the other party hereto shall
      reasonably request in order to carry out more effectively the purposes of,
      or to
      better assure and confirm unto such other party the rights and benefits to
      be
      provided under, this Agreement and the other Aircraft Transaction
      Agreements.

     

    Section
      12.10 Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, the provisions hereof shall inure to
      the
      benefit of, and be binding upon, US Airways’ and Republic’s successors and
      permitted assigns. Neither this Agreement nor any rights or obligations
      hereunder shall be assignable by any party hereto without the prior written
      consent of the other party hereto (it being understood that this provision
      shall
      not affect Republic’s obligations to cause each Republic Designee to take action
      under this Agreement).

     

    [Remainder
      of this page is blank.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, this Agreement has been duly executed on behalf of the parties
      hereto by their respective duly authorized officers, all as of the date first
      above written.

     

     

     

    
      	 REPUBLIC
              AIRWAYS HOLDINGS INC.	 	 	US AIRWAYS, INC. 
	 	 	 	 
	
            	 	 	 
	 By: /s/
              Lars-Erik Arnell  	 	 	By: /s/
              Stephen L. Morrell 
	
              

            	 	 	
              

            
	
Title	 	 	
Title:
              VP - Finance and Treasurer


    

    
    

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    i

    EXHIBIT
      A

     

    SECURED
      LOAN ASSIGNMENT AGREEMENT (TN)

     

     

    SECURED
      LOAN ASSIGNMENT AGREEMENT (TN),
      dated
      as of September [__], 2005 (this “Agreement”),
      among
      US Airways, Inc., a Delaware corporation (the “Assignor”),
      Republic Airline Inc., an Indiana corporation (the “Assignee”),
      US
      Airways Group, Inc., a Delaware corporation (the “Guarantor”), [Lender] (the
“Lender”),
      and
      Wilmington Trust Company (the “Security
      Trustee”).

     

    RECITALS

     

    WHEREAS,
      the Assignor, the Lender and the Security Trustee have entered into the Loan
      Agreement (TN) (the “Existing
      Loan Agreement”)
      pursuant to which Assignor issued a Promissory Note to Lender (the “Existing
      Note”
      and,
      together with the Existing Loan Agreement, the “Existing
      Loan Documents”),
      in
      each case described in Appendix A attached hereto, and pursuant to the
      Existing Loan Agreement the Assignor and the Security Trustee have entered
      into
      the Aircraft Security Agreement (TN), as supplemented by Security Agreement
      Supplement No. 1 thereto (the “Existing
      Security Agreement”),
      relating to the secured loan financing of the airframe and engines described
      in
      Appendix A attached hereto (collectively, the “Aircraft”);

     

    WHEREAS,
      pursuant to the Global Aircraft Transaction Agreement, dated as of September
      21,
      2005, between the Assignor and Republic Airways Holdings Inc. (the “Transaction
      Agreement”),
      the
      Assignor has agreed to sell the Aircraft to the Assignee and to assign to
      Assignee all of the rights and obligations of Assignor under the Existing Loan
      Documents, as amended and restated in accordance with Schedule 7 to
      the
      Transaction Agreement immediately upon effectiveness of such assignment and
      assumption (the “Amended
      and Restated Loan Documents”);

     

    WHEREAS,
      in connection with such amendment and restatement the Aircraft and other
      collateral under the Existing Security Agreement will be released and become
      subject to a new Aircraft Security Agreement entered into pursuant to the
      Amended and Restated Loan Documents; and

     

    WHEREAS,
      in order to evidence such assignment and assumption, the parties hereto wish
      to
      enter into this Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual agreements herein contained and other
      good and valuable consideration, receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:

     

    1. Unless
      otherwise defined herein, terms defined in the Transaction Agreement and used
      herein shall have the meanings given to them in the Transaction
      Agreement.

     

    2. The
      Assignor does hereby sell, convey, assign, transfer and set over unto the
      Assignee all of its right, title and interest in, under and with respect to
      the
      Existing Loan Documents, effective at the time that the FAA Bill of Sale
      conveying the Aircraft from Assignor to Assignee shall have been filed with
      the
      FAA for recordation (the “Effective
      Time”),
      other
      than Assignor’s right to any payment under any Existing Loan Documents as a
      result or arising out of events occurring or circumstances existing prior to
      the
      Effective Time and right to enforce payment thereof.

     

    3. The
      Assignee hereby irrevocably assumes, undertakes and agrees to perform and
      observe in all respects all of the duties and obligations of the Assignor under
      the Existing Loan Documents, as amended and restated as of the Effective Time
      pursuant to the Amended and Restated Loan Documents, arising at or after the
      Effective Time, and Assignor shall remain responsible for all duties and
      obligations of Assignor under the Existing Loan Documents arising prior to
      (and,
      in the case of any reimbursement or indemnification obligation, with respect
      to
      events or circumstances occurring prior to) the Effective Time (the
“Retained
      Obligations”).
      Immediately prior to the Effective Time, Assignor shall pay to the Lender
      $[Interest], representing accrued and unpaid interest under the Existing Loan
      Agreement. Lender and Assignor represent and warrant to the Assignee that the
      outstanding unpaid principal amount of the loan as of the date hereof is
      $[Principal] (the “Current
      Loan Balance”).

     

    4. Assignor
      is hereby released and discharged from all of its indebtedness, duties and
      obligations under the Existing Loan Documents, except with respect to the
      Retained Obligations.

     

    5. Each
      of
      the Lender and the Security Trustee hereby consents to the assignment,
      assumption, release and discharge contained in paragraphs 2, 3 and 4
      and
      confirms that Assignee shall have no duties or obligations under any Existing
      Loan Document, except to the extent expressly set forth in the Amended and
      Restated Loan Documents. Lender hereby instructs the Security Trustee to grant
      the consent pursuant to the preceding sentence and to enter into this
      Agreement.

     

    6. Each
      of
      the Lender and the Security Trustee hereby releases and discharges Guarantor
      from its obligations under the Guaranty (as defined in the Existing Loan
      Documents). Each of the parties hereto acknowledges and agrees that, at the
      Effective Time, the Engine Warranty Assignment shall be terminated.

     

    7. Each
      party to this Agreement represents and warrants to the other parties hereto
      that
      (i) such party is duly organized, validly existing and in good standing under
      the laws of its jurisdiction of organization
      and (in
      the
      case of Assignor and the Guarantor, pursuant to Sections 1107 and 1108 of the
      Bankruptcy Code and orders of the Bankruptcy Court) has
      the
      power
      and authority to enter into and perform its obligations under this Agreement
      and
      (ii) this Agreement has been duly authorized, executed and delivered by such
      party and constitutes the legal, valid and binding obligation of such party,
      enforceable against such party in accordance with its terms, except as such
      enforceability may be limited by bankruptcy, insolvency, reorganization,
      receivership, moratorium and other similar Laws affecting the rights of
      creditors generally and general principles of equity, whether considered in
      a
      proceeding at law or in equity.

     

    8. Each
      party hereto will execute and deliver such additional documents and take such
      further acts as any other party hereto shall reasonably request to consummate
      the transactions contemplated hereby.

     

    9. This
      Agreement may be executed in any number of counterparts (and each of the parties
      hereto shall not be required to execute the same counterpart). Each counterpart
      of this Agreement including a signature page executed by each of the parties
      hereto shall be an original counterpart of this Agreement, but all of such
      counterparts together shall constitute one instrument.

     

    10. This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns.

     

    11. The
      provisions of this Agreement may be modified or amended only by an instrument
      or
      instruments in writing signed by each party hereto.

     

    12. THIS
      AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK AND SHALL BE GOVERNED
      BY,
      AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AS APPLIED
      TO
      CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW
      YORK.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF,
      each
      party hereto has caused this Agreement to be duly executed by its officer
      thereunto duly authorized as of the date first above written.

     

    US
      AIRWAYS, INC.

     

    
      	 	
              By

            	 	 


    

     

    Name:

     

    Title:

     

    US
      AIRWAYS GROUP, INC.

     

    
      	 	
              By

            	 	 


    

     

    Name:

     

    Title:

     

    REPUBLIC
      AIRLINE INC.

     

    
      	 	
              By

            	 	 


    

     

    Name:

     

    Title:

     

    [Lender]

     

    
      	 	
              By

            	 	 


    

     

    Name:

     

    Title:

     

    WILMINGTON
      TRUST COMPANY,

     

    as
      Security Trustee

     

    
      	 	
              By

            	 	 


    

     

    Name:

     

    Title:

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Appendix
      A

     

    EXISTING
      LOAN DOCUMENTS

     

    AND
      DESCRIPTION OF THE AIRCRAFT

     

     

    


     

    1. The
      following are the Existing Loan Documents:

    [ELD]

     

    


     

    2. The
      following is a description of the Aircraft:

    [Aircraft]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    i

    


    EXHIBIT
      B

     

    LEASE
      DOCUMENTS ASSIGNMENT AGREEMENT (TN)

     

     

    LEASE
      DOCUMENTS ASSIGNMENT AGREEMENT (TN),
      dated
      as of [________, 2005] (this “Agreement”),
      among
      US Airways, Inc., a Delaware corporation (the “Assignor”),
      Republic Airline Inc., an Indiana corporation (the “Assignee”),
      US
      Airways Group, Inc., a Delaware corporation (“Guarantor”),
      Wells
      Fargo Bank Northwest, National Association, not in its individual capacity
      but
      solely as Owner Trustee (the “Owner
      Trustee”),
      [_______], a Delaware corporation (the “Owner
      Participant”)
      and
      [_______], a Delaware corporation (the “OP
      Guarantor”).

     

    RECITALS

     

    WHEREAS,
      (i) the Assignor and the Owner Trustee have entered into the Lease,
      as
      supplemented by Lease Supplement No. 1 (the “Relevant
      Lease”),
      (ii) the Assignor, the Owner Trustee and the Owner Participant have
      entered
      into the Participation Agreement and (iii) the Assignor and the Owner
      Participant have entered into the Tax Indemnity Agreement, in each case as
      described in Appendix A attached hereto (collectively, the “Relevant
      Lease Documents”),
      relating to the lease financing of the airframe and engines described in
      Appendix B attached hereto (collectively, the “Aircraft”),
      which
      Lease and Lease Supplement No. 1 were recorded by the FAA as one instrument
      on the date and assigned the Conveyance Number set forth on
      Appendix B;

     

    WHEREAS,
      the Assignor has agreed to assign to Assignee and the Assignee has agreed to
      assume the rights and obligations of the Assignor under the Relevant Lease
      Documents; and

     

    WHEREAS,
      in order to evidence such assignment and assumption the parties hereto wish
      to
      enter into this Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual agreements herein contained and other
      good and valuable consideration, receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:

     

    1. Unless
      otherwise defined herein, terms defined in the Relevant Lease Documents and
      used
      herein shall have the meanings given to them in the Relevant Lease
      Documents.

     

    2. The
      Assignor does hereby sell, convey, assign, transfer and set over unto the
      Assignee all of its right, title and interest in, under and with respect to
      the
      Relevant Lease Documents, effective at the time that this Agreement shall have
      been filed with the FAA for recordation (the “Effective
      Time”),
      other
      than Assignor’s right to any payment under any Relevant Lease Documents as a
      result or arising out of events occurring or circumstances existing prior to
      the
      Effective Time and right to enforce payment thereof.

     

    3. The
      Assignee hereby irrevocably assumes, undertakes and agrees to perform and
      observe in all respects the duties and obligations of the Assignor under the
      Relevant Lease Documents arising at or after (and, in the case of the Tax
      Indemnity Agreement or any other reimbursement or indemnification obligation,
      solely with respect to events or circumstances occurring at or after) the
      Effective Time (except to the extent included in the Retained Obligations (as
      defined below), and Assignor shall remain responsible for all duties and
      obligations of Assignor (i) under the Relevant Lease Documents arising
      prior to the Effective Time, (ii) under the Tax Indemnity Agreement
      or any
      other reimbursement or indemnification obligation contained in the Relevant
      Lease Documents, with respect to events or circumstances occurring prior to
      the
      Effective Time and (iii) under Section 5(b) (General Tax Indemnity)
      or 5(c)
      (General Indemnity) of the Participation Agreement or under the Tax Indemnity
      Agreement to the extent attributable to the transactions effected pursuant
      to
      this Agreement (including without limitation the reasonable out-of-pocket costs
      and expenses (including reasonable fees and expenses of counsel) of Owner
      Participant and Owner Trustee incurred in connection with such transactions))
      (collectively, the “Retained
      Obligations”).
      Immediately prior to the Effective Time, Assignor shall pay to the Owner Trustee
      $[Due Rent], representing accrued Basic Rent to and including the date hereof
      (which shall be deemed a Retained Obligation), and the amount of Basic Rent
      due
      on the first Rent Payment Date after the date hereof shall be $[Next Rent],
      representing the scheduled Basic Rent due on such date minus such amount payable
      by Assignor. If Assignee shall be required pursuant to the Relevant Lease to
      make a payment based on Termination Value prior to the first Rent Payment Date
      after the date of this Agreement, the amount payable by Assignee shall be
      equitably adjusted to give effect to the payment of accrued Basic Rent by
      Assignor to Owner Trustee pursuant to this Section.

     

    4. Assignor
      is hereby released and discharged from all duties and obligations under the
      Relevant Lease Documents, except with respect to the Retained Obligations,
      or
      under the Purchase Agreement Assignment or Engine Agreement
      Assignment.

     

    5. Each
      of
      Owner Participant and Owner Trustee hereby consents to the assignment,
      assumption, release and discharge contained in paragraphs 2, 3 and 4
      and
      confirms that Assignee shall have no duties or obligations with respect to
      the
      Retained Obligations. Owner Participant hereby instructs Owner Trustee to grant
      the consent pursuant to the preceding sentence and to enter into this
      Agreement.

     

    6. OP
      Guarantor hereby consents to the assignment, assumption, release and discharge
      contained in paragraphs 2, 3 and 4 and confirms that the OP Guaranty (as defined
      in the Relevant Lease) shall continue in full force and effect after giving
      effect to such assignment, assumption, release and discharge with Assignee
      as a
      beneficiary of the OP Guaranty.

     

    7. Each
      of
      Owner Trustee and Owner Participant hereby releases and discharges Guarantor
      from its obligations under the Guaranty.

     

    8. Each
      party to this Agreement represents and warrants to the other parties hereto
      that
      (i) such party is duly organized, validly existing and in good standing
      under the laws of its jurisdiction of organization and (in the case of Assignor
      and the Guarantor, pursuant to Sections 1107 and 1108 of the Bankruptcy Code
      and
      orders of the Bankruptcy Court (as such terms are defined in the Transaction
      Agreement) has the power and authority to enter into and perform its obligations
      under this Agreement and (ii) this Agreement has been duly authorized,
      executed and delivered by such party and constitutes the legal, valid and
      binding obligation of such party, enforceable against such party in accordance
      with its terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, receivership, moratorium and other similar Laws
      affecting the rights of creditors generally and general principles of equity,
      whether considered in a proceeding at law or in equity.

     

    9. Each
      party hereto will execute and deliver such additional documents and take such
      further acts as any other party hereto shall reasonably request to consummate
      the transactions contemplated hereby.

     

    10. This
      Agreement may be executed in any number of counterparts (and each of the parties
      hereto shall not be required to execute the same counterpart). Each counterpart
      of this Agreement including a signature page executed by each of the parties
      hereto shall be an original counterpart of this Agreement, but all of such
      counterparts together shall constitute one instrument.

     

    11. This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns.

     

    12. The
      provisions of this Agreement may be modified or amended only by an instrument
      or
      instruments in writing signed by each party hereto.

     

    13. THIS
      AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK AND SHALL BE GOVERNED
      BY,
      AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AS APPLIED
      TO
      CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.

     

    [Remainder
      of this page is blank.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF,
      each
      party hereto has caused this Agreement to be duly executed by its officer
      thereunto duly authorized as of the date first above written.

     

    US
      AIRWAYS, INC.

     

    
      	 	
              By

            	 	 


    

     

    Name:

     

    Title:

     

    US
      AIRWAYS GROUP, INC.

     

    
      	 	
              By

            	 	 


    

     

    Name:

     

    Title:

     

    REPUBLIC
      AIRLINE INC.

     

    
      	 	
              By

            	 	 


    

     

    Name:

     

    Title:

     

    WELLS
      FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

     

    not
      in
      its individual capacity but solely

     

    as
      Owner
      Trustee

     

    
      	 	
              By

            	 	 


    

     

    Name:

     

    Title:

     

    [Owner
      Participant]

     

    
      	 	
              By

            	 	 


    

     

    Name:

     

    Title:

     

    [OP
      Guarantor]

     

    
      	 	
              By

            	 	 


    

     

    Name:

     

    Title:

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Appendix
      A

     

    RELEVANT
      LEASE DOCUMENTS

     

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Appendix
      B

     

    DESCRIPTION
      OF THE AIRCRAFT

     

    AND
      FAA RECORDING INFORMATION

     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      Ci

    FORM
      OF

     

    AIRCRAFT
      BILL OF SALE

     

     

    KNOW
      ALL
      MEN BY THESE PRESENTS THAT US Airways, Inc., a Delaware corporation
      (“SELLER”),
      is
      the owner of good and marketable title to that certain Embraer model ERJ 170-100
      SU airframe bearing Manufacturer’s Serial No. [ ],
      and
      two General Electric model CF 34-8E5 engines bearing manufacturer’s serial
      numbers [
      ]
      and
      [ ],
      together with all appliances, parts, instruments, appurtenances, accessories,
      furnishings and/or other equipment or property incorporated in or installed
      on
      or attached to said airframe or either such engine (hereinafter collectively
      referred to as the “Aircraft”).

     

    THAT
      for
      and in consideration of the sum of US$10.00 and other valuable consideration,
      receipt of which is hereby acknowledged, SELLER does hereby, grant, convey,
      transfer, bargain and sell, deliver and set over to Republic Airline Inc.,
      an
      Indiana corporation (“BUYER”),
      and
      unto its successors and assigns forever, all of SELLER’s rights, title and
      interest in and to the Aircraft. 

     

    THAT
      SELLER hereby represents and warrants to BUYER, its successors and
      assigns:

     

    
      	 	
              (i)

            	
              that
                SELLER has good and marketable title to the Aircraft; and
                

            


    

     

    
      	 	
              (ii)

            	
              that
                good and marketable title to the Aircraft is hereby duly vested in
                BUYER
                free and clear of all claims, liens, encumbrances and rights of others
                of
                any nature. SELLER hereby covenants and agrees to defend such title
                forever against all claims and demands
                whatsoever.

            


    

     

    This
      Aircraft Bill of Sale is governed by the laws of the State of New
      York.

     

    IN
      WITNESS WHEREOF, SELLER has caused this instrument to be executed and delivered
      by its duly authorized officer on this [_ ]day
      of
      [ ].

     

    


     

    US
      AIRWAYS, INC.

     

     

    By:  

    Name:

    Title

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        3

      

    



    EXHIBIT
      Di

    FORM
      OF

     

    EQUIPMENT
      BILL OF SALE

     

     

    KNOW
      ALL
      MEN BY THESE PRESENTS THAT US Airways, Inc., a Delaware corporation
      (“SELLER”),
      is
      the owner of good and legal title to that certain equipment, described on Annex
      1 hereto, [insert the following in the case of the Simulator: except for the
      rights of CAE Inc. with respect to its intellectual property licensed pursuant
      to the License Agreement for the EMB 170 CAE Simfinity VSIM and IPT, dated
      March
      23, 2004, between CAE Inc. and US Airways, Inc.,] together with all
      appurtenances, accessories, furnishings and/or other equipment or property
      incorporated in or attached to said equipment (hereinafter collectively referred
      to as the “Equipment”).

     

    THAT
      for
      and in consideration of the sum of US$10.00 and other valuable consideration,
      receipt of which is hereby acknowledged, SELLER does hereby, grant, convey,
      transfer, bargain and sell, deliver and set over to [_______________, a
      _________ ________] (“BUYER”),
      and
      unto its successors and assigns forever, all of SELLER’s rights, title and
      interest in and to the Equipment.

     

    THAT
      SELLER hereby represents and warrants to BUYER, its successors and
      assigns:

     

    
      	 	
              (i)

            	
              that
                SELLER has good and legal title to the Equipment and the good and
                lawful
                right to sell the same; and 

            


    

     

    
      	 	
              (ii)

            	
              that
                good and legal title to the Equipment is hereby duly vested in BUYER
                free
                and clear of all claims, liens, encumbrances and rights of others
                of any
                nature. SELLER hereby covenants and agrees to defend such title forever
                against all claims and demands whatsoever, excepting only any claims,
                liens, encumbrances and rights of others arising out of or through
                acts or
                omissions of Buyer or its successors and
                assigns.

            


    

     

    This
      Equipment Bill of Sale is governed by the laws of the State of New
      York.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, SELLER has caused this instrument to be executed and delivered
      by its duly authorized officer on this [_ ]day
      of
      [ ].

     

    


     

    US
      AIRWAYS, INC.

     

     

    By:  

    Name:

    Title:

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    i

    EXHIBIT
      E

     

    FORM
      OF

    DELIVERY
      RECEIPT

     

    Pursuant
      to Section [5.07][6.07] of the Global Aircraft Transaction Agreement, dated
      as
      of September 21, 2005 (the “Agreement”),
      between Republic Airways Holdings Inc. and US Airways, Inc., the undersigned
      hereby acknowledges the delivery to it of one Embraer model ERJ 170-100 SU
      aircraft bearing manufacturer’s serial No.[_____], and two General Electric
      model CF34-8E5 engines bearing manufacturer’s serial numbers [_______]
      and  [______], at the location set forth below, effective at
      the time
      that the [FAA Bill of Sale] [Lease Documents Assignment] with respect to such
      aircraft is filed with the FAA for recordation. Terms defined in the Agreement
      and used herein have such respective defined meanings.

     

    Date: ___________,
      2005

     

    Location:
      ________________

     

    [Republic
      Designee]

     

    By:  

     

    Name:

     

    Title:

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        2

      

    



    EXHIBIT
      F

    i

    *

     

    LEASE
      AGREEMENT ([TN])

     

    dated
      as
      of [Date], 2005

     

    between

     

    REPUBLIC
      AIRLINE INC.,

     

    as
      Lessor

     

    and

     

    US
      AIRWAYS, INC.,

     

    as
      Lessee

     

    One
      (1)
      Embraer ERJ170-100SU Aircraft

     

    U.S.
      Registration Mark [TN]

     

    This
      Lease has been executed in multiple counterparts. The counterpart to be deemed
      the Original Counterpart contains a receipt therefor executed by the Security
      Trustee on its signature page. To the extent that this Lease constitutes chattel
      paper (as such term is defined in the Uniform Commercial Code as in effect
      in
      any applicable jurisdiction), a security interest in this Lease perfected by
      possession may be perfected only by the possession of that Original
      Counterpart.

     

     

    Vedder,
      Price, Kaufman & Kammholz, P.C.

     

    Chicago,
      Illinois

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Section 1.Definitions1

     

    Section 2.Agreement
      to Lease1

    2.1Delivery1

    2.2Acceptance1

     

    Section 3.Term;
      Rent; Security Deposit; Maintenance Reserve1

    3.1Term1

    3.2Rent1

    3.3Security
      Deposit2

    3.4Maintenance
      Reserve2

    3.5Manner
      of
      Payment4

     

    Section 4.Disclaimer;
      Certain Agreements of Lessor; Section 1110 Matters4

    4.1Disclaimer4

    4.2Certain
      Agreements of Lessor5

    4.3Quiet
      Enjoyment5

    4.4Title
      Transfers by Lessor5

    4.5Lessor’s
      Interest in Certain Engines6

    4.6Section 1110
      of Bankruptcy Code6

     

    Section 5.Return
      of
      Aircraft6

    5.1Compliance
      with Annex B6

    5.2Return
      of
      Engines6

     

    Section 6.Liens6

     

    Section 7.Registration,
      Operation, Possession, Subleasing and Records7

    7.1Registration
      and Operation7

    7.2Possession11

    7.3Certain
      Limitations on Subleasing or Other Relinquishment of Possession15

     

    Section 8.Maintenance;
      Replacement and Pooling of Parts; Alterations, Modifications and
      Additions16

    8.1Maintenance;
      Replacement and Pooling of Parts; Alterations, Modifications and
      Additions16

    8.2Information
      for Filings16

     

    Section 9.Loss,
      Destruction, Requisition, Etc16

    9.1Event
      of
      Loss With Respect to Aircraft16

    9.2Event
      of
      Loss With Respect to an Engine18

    9.3Conditions
      to any Replacement18

    9.4Conveyance
      to Lease21

    9.5Costs21

    9.6No
      Change
      in Payment Obligations21

    9.7Application
      of Non-Insurance Payments for Loss21

    9.8Requisition
      of Aircraft for Use22

    9.9Application
      of Payments22

    9.10Application
      of Payments During Existence of Certain Defaults22

     

    Section 10.Insurance22

    10.1Lessee’s
      Obligation to Insure22

    10.2Insurance
      for Own Account22

    10.3Indemnification
      by Government in Lieu of Insurance23

    10.4Application
      of Insurance Proceeds23

    10.5Application
      of Payments During Existence of Default23

     

    Section 11.Inspection23

     

    Section 12.Assignment;
      Merger24

    12.1In
      General24

    12.2Merger
      of
      Lessee25

     

    Section 13.Events
      of
      Default26

     

    Section 14.Remedies27

    14.1Return
      and Repossession28

    14.2Sale
      and
      Use28

    14.3Certain
      Liquidated Damages28

    14.4Liquidated
      Damages Upon Sale29

    14.5Rescission29

    14.6Other
      Remedies29

    14.7Limitations
      Under CRAF30

    14.8Right
      To
      Perform For Lessee30

    14.9Remedies
      Cumulative30

    14.10Determination
      of Fair Market Rental Value and Fair Market Sales Value30

     

    Section 15.Termination
      and Purchase Option31

    15.1Termination
      for failure to confirm Plan31

    15.2Termination
      at Lessor’s Option31

    15.3Purchase
      Option32

     

    Section 16.Lessee’s
      Obligations; No Set Off, Counterclaim, Etc.; Disclaimers33

    16.1Lessee’s
      Obligations; No Set Off, Counterclaim, Etc.33

    16.2Certain
      Lessee Covenants33

     

    Section 17.Investment
      of Security Funds34

    17.1Investment
      of Security Funds34

    17.2Liability
      for Losses34

     

    Section 18.Indemnification
      and Expenses35

    18.1General
      Indemnity35

    18.2General
      Tax Indemnity39

    18.3Survival
      of Certain Obligations39

     

    Section 19.Confidentiality39

     

    Section 20.Change
      of
      Citizenship40

    20.1Generally40

    20.2Citizen40

     

    Section 21.Miscellaneous40

    21.1Amendments40

    21.2Severability40

    21.3Operational
      Provisions41

    21.4Counterparts41

    21.5Notices41

    21.6Representations
      and Warranties of Lessee41

    21.7Representations
      and Warranties of Lessor42

     

    Section 22.Governing
      Law; Submission to Jurisdiction; Waivers43

     

    Section 23.WAIVERS
      OF JURY TRIAL43

     

    Section 24.Complete
      Agreement44

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        TABLE OF
          CONTENTS(continued)Page

      

    



    
      	
              EXHIBIT I

               

            	
              -

               

            	
              Form
                of Lease Supplement

               

            
	
              SCHEDULE 1

               

            	
              -

               

            	
              Basic
                Rent 

               

            
	
              SCHEDULE 2

               

            	
              -

               

            	
              Stipulated
                Loss Value

               

            
	
              SCHEDULE 3

               

            	
              -

               

            	
              Security
                Deposit; Minimum Liability Insurance ; Threshold Amount

               

            
	
              SCHEDULE 4

               

            	
              -

               

            	
              Accounts;
                Addresses

               

            
	
              ANNEX
                A

               

            	
              -

               

            	
              Definitions

               

            
	
              ANNEX
                B

               

            	
              -

               

            	
              Return
                of Aircraft

               

            
	
              ANNEX
                C

               

            	
              -

               

            	
              Maintenance;
                Parts; Modifications, Etc.

               

            
	
              ANNEX
                D

               

            	
              -

               

            	
              Insurance

               

            
	
              ANNEX
                E

               

            	
              -

               

            	
              Permitted
                Countries

               

            
	
              ANNEX
                F

            	
              -

            	
              General
                Tax Indemnity

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    LEASE
      AGREEMENT

     

    THIS
      LEASE AGREEMENT dated
      as
      of [Date], 2005 (this “Lease”)
      is
      between REPUBLIC
      AIRLINE INC.,
      an
      Indiana corporation (“Lessor”),
      and
US
      AIRWAYS, INC.,
      a
      Delaware corporation, as lessee (“Lessee”).

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      Lessor
      has (1) purchased the Aircraft from Lessee and (2) assumed certain
      debt obligations associated with the Aircraft; and

     

    WHEREAS,
      Lessor
      has agreed to lease the Aircraft to Lessee.

     

    NOW,
      THEREFORE,
      the
      parties hereto agree as follows:

     

    Section 1.  Definitions.
      Unless
      the context otherwise requires, capitalized terms used herein and not otherwise
      defined herein shall have the meanings set forth in Part I of
      Appendix A hereto for all purposes of this Lease and this Lease shall
      be
      interpreted in accordance with the rules of construction set forth in
      Part II of Appendix A hereto.

     

    Section 2.  Agreement
      to Lease.

     

    2.1  Delivery.
      Lessor
      hereby agrees on the Delivery Date to accept delivery of, and lease to Lessee
      hereunder, and Lessee hereby agrees to accept delivery of, and to lease from
      Lessor hereunder, the Aircraft, whereupon the Term shall commence.

     

    2.2  Acceptance.
      Lessee
      and Lessor hereby agree that the execution and delivery of a Lease Supplement
      in
      the form of Exhibit I hereto for the Aircraft shall be deemed to constitute
      irrevocable acceptance of the Aircraft by Lessee for all purposes under this
      Lease.

     

    Section 3.  Term;
      Rent; Security Deposit; Maintenance Reserve.

     

    3.1  Term.
      Subject
      to acceptance of the Aircraft as provided in Section 2, Lessee hereby
      leases from Lessor the Aircraft for the Term.

     

    3.2  Rent.

     

    3.2.1  Basic
      Rent.
      Lessee
      agrees to pay Lessor for the Aircraft rent in Dollars in advance on each Basic
      Rent Payment Date occurring during the Term (the “Basic
      Rent”),
      in an
      amount equal to the amount set forth on Schedule I to the
      Lease.

     

    3.2.2  Supplemental
      Rent.
      Lessee
      shall pay all Supplemental Rent to Lessor or to such other Person to whom such
      amount may be owed as the same shall become due and owing and in the currency
      (whether Dollars or another currency) in which the same is due and owing. To
      the
      extent that no due date is set with respect to any Supplemental Rent, such
      Supplemental Rent shall be due within ten Business Days after demand. In the
      event of any failure on the part of Lessee to pay any Supplemental Rent, Lessor
      shall have the same rights, powers and remedies provided for herein or by law
      or
      equity or otherwise as in the case of nonpayment of Basic Rent. Lessee will
      also
      pay interest on demand to the recipient entitled thereto, as Supplemental Rent,
      to the extent permitted by Law, at a rate per annum equal to the applicable
      Past
      Due Rate on any part of any Rent not paid by 1:00 p.m. New York time
      on the
      date when due (so long as, in the case of any Person other than Lessor, Lessee
      had received timely notice from such Person of the account to which such payment
      was required to be made) for the period from and including the due date thereof
      to but excluding the date on which the same is paid in full.

     

    3.3  Security
      Deposit.
      On or
      prior to the Delivery Date, Lessee shall pay to Lessor an amount equal to the
      sum of two months Basic Rent as security for its obligations hereunder (the
      “Security
      Deposit”).
      The
      Security Deposit shall be held, invested and applied by Lessor in accordance
      with the terms hereof including Section 17.1 hereof. Lessee hereby assigns,
      transfers and pledges to Lessor, and hereby grants to Lessor, a first-priority
      security interest in, the Security Deposit to secure all payments due by Lessee
      under this Lease. If an Event of Default shall occur and be continuing, without
      prior notice to Lessee, Lessor shall have the right (but not the obligation)
      to
      set off against, use or apply any or all of the Security Deposit in full or
      partial payment of the amounts payable by Lessee under this Lease or against
      any
      damages, costs or expenses suffered or incurred by Lessor in respect of such
      Event of Default hereunder or against any other amounts for which Lessee is
      liable under this Lease. Any such use or application shall not, however, be
      deemed a cure by Lessee, or waiver by Lessor, of any Default. So long as no
      Event of Default shall have occurred and be continuing, that portion, if any,
      of
      the Security Deposit, including any interest earned thereon, that has not
      previously been used or applied, or set off against, as provided for in this
      Lease, shall be returned to Lessee by wire transfer of immediately available
      Dollars to an account of Lessee, specified in writing by Lessee to Lessor
      (A) on the date which the Aircraft is returned to Lessor in accordance
      and
      full compliance with this Lease or (B) if an Event of Loss with respect
      to
      the Airframe shall have occurred, on the date upon which Lessor has been paid
      all amounts required to be paid under, and as provided in, Section 9
      hereof.

     

    3.4  Maintenance
      Reserve.

     

    3.4.1  Lessee
      shall pay to Lessor as Supplemental Rent on the Delivery Date, and on the 1st
      and 15th day of every month during the Term (excluding if such day is day on
      which the Term ends) (each a “MR
      Payment Date”)
      maintenance reserves, in advance, in an amount equal to $300 per flight hour
      based on an assumed monthly utilization rate of 300 flight hours per month
      (the
“Maintenance
      Reserves”).
      The
      Maintenance Reserves shall, unless and until paid out in accordance with the
      terms hereof, be and remain the property of the Lessor.

     

    3.4.2  Commencing
      with the date that is ten (10) days after the end of the calendar month
      in
      which the Delivery Date occurs and no later than the tenth day after each
      succeeding month during the Term, Lessee will notify Lessor of the actual flight
      hours completed by the Airframe in the previous month. No later than fifteen
      days after the end of each such calendar month, Lessor shall provide Lessee
      with
      a statement showing the amount determined by multiplying $300 by the actual
      flight hours for such month. Lessee and Lessor agree that the Maintenance
      Reserve payment to be made on the 1st day of each month after the calendar
      month
      following the calendar month in which the Delivery Date occurs shall be adjusted
      to reflect the actual flight hours for the second month immediately preceding
      such month by increasing such payment, if the amount referred to in the
      preceding sentence exceeds $90,000, by the amount of such excess, or by
      decreasing such payment, if the amount referred to in the preceding sentence
      is
      less than $90,000, by the amount of such difference; provided, that for purposes
      of adjustments with respect to flight hours in the month in which the Delivery
      Date occurs, the foregoing references to $90,000 shall be $90,000 multiplied
      by
      a fraction the numerator of which shall be the number of days from and including
      the Delivery Date to and including the last day of such month and the
      denominator of which shall be the number of days in such month. Within 10 days
      after the end of the Term, Lessee will notify Lessor of the actual flight hours
      completed by the Airframe from the first day in the immediately preceding month
      prior to the month in which the Term ends to the return of the Aircraft to
      Lessor pursuant to Annex B (the “Relevant
      Period”).
      No
      later than the fifteenth day after the end of the Term, Lessor shall provide
      Lessee with a statement showing (i) the Maintenance Reserves required to be
      paid
      during the Relevant Period (without giving effect to any adjustment pursuant
      to
      the third sentence of this Section) and (ii) the amount determined by
      multiplying $300 by the actual flight hours during the Relevant Period. Within
      fifteen days after Lessor provides Lessee with such statement, if the amount
      referred to in clause (ii) of the preceding sentence exceeds the amount referred
      to in clause (i), Lessee shall pay to Lessor the amount of such excess or,
      if
      the amount referred to in clause (i) of the preceding sentence exceeds the
      amount referred to in clause (ii), Lessor shall pay to Lessee the amount of
      such
      excess, provided however,
      that if
      the Term shall have ended on the 1st day of any month, then in addition to
      the
      above amounts, on the date Lessee or Lessor would be required to make a payment
      as provided above in this sentence, Lessee shall pay to Lessor the amount by
      which the Maintenance Reserve payment to be made on the last day of the Term
      would otherwise have been increased as provided herein or Lessor shall pay
      to
      Lessee the amount by which such Maintenance Reserve payment would otherwise
      have
      been decreased as provided herein, whichever is applicable.

     

    3.4.3  Upon
      completion of maintenance on the Airframe that is within the workscope of a
      C-check under the Maintenance Program or off-wing maintenance on either Engine,
      Lessee shall be entitled to reimbursement from the Maintenance Reserve for
      the
      cost of such maintenance, based on the actual cost paid to a third-party
      maintenance provider or, if Lessee performed such overhaul, based on Lessee’s
      standard in-house labor rates for the performance of such maintenance and then
      current prices from parts and materials, so long as no Payment Default,
      Bankruptcy Default or Event of Default shall have occurred and be continuing.
      In
      order to obtain such reimbursement, Lessee shall submit to Lessor and Owner
      Participant an invoice and documentation providing reasonably detailed evidence
      of the performance of work for which Lessee is entitled to reimbursement and
      of
      the calculation of the cost thereof. Upon compliance with the foregoing, Lessor
      shall promptly pay to Lessee from the Maintenance Reserves the amount of such
      cost or, if less, the amount of the Maintenance Reserves on hand, and any such
      deficiency shall be reimbursed from any future Maintenance Reserve payments
      when
      and as received by Lessor, provided that Lessor shall have no other
      responsibility for any such deficiency.

     

    3.4.4  For
      the
      avoidance of doubt, Lessee has no right to payment of any Lessor Maintenance
      Disbursement except as expressly provided in Section 3.4.3 and in this
      Section 3.4.4. Lessee acknowledges that Lessor may commingle the
      Maintenance Reserves with its general funds and no interest shall accrue in
      favor of Lessee in respect of Maintenance Reserves held by Lessor. Any
      Maintenance Reserves remaining at the end of the Term shall be the property
      of
      Lessor, provided,
      however, if Lessee purchases the Aircraft pursuant to Section 15.3 hereof,
      any such remaining Maintenance Reserve shall be the property of Lessee and
      Lessor shall pay such amounts to Lessee within fifteen days from the date Lessee
      has paid all amounts required to be paid by it hereunder. 

     

    3.5  Manner
      of Payment.

     

    3.5.1  Payments
      of Rent by Lessee shall be paid by wire transfer of immediately available
      Dollars, not later than 1:00 p.m., New York time, on the date when due,
      to
      the account of Lessor specified in Schedule 4 hereto or to such other
      account in the United States as directed by Lessor to Lessee in writing at
      least
      ten Business Days prior to the date such payment of Rent is due or, in the
      case
      of any payment of Supplemental Rent expressly payable to a person other than
      Lessor, to the person that shall be entitled thereto to such account in the
      United States as such person may specify from time to time to Lessee at least
      ten Business Days prior to the date such payment of Rent is due. Whenever any
      payment of Rent shall become due on a date which is not a Business Day, or
      if
      any such payment is payable on demand and demand is made on a Business Day
      outside normal banking hours of the recipient of such demand, the due date
      for
      such payment shall be the immediately succeeding Business Day and, if such
      payment is made on such next Business Day, no interest shall accrue on the
      amount of such payment during such extension.

     

    3.5.2  All
      computations of interest under this Lease shall be made on the basis of a year
      of 365 days (or 366, if applicable) and actual days elapsed.

     

    Section 4.  Disclaimer;
      Certain Agreements of Lessor; Section 1110 Matters.

     

    4.1  Disclaimer.
      LESSOR
      LEASES AND LESSEE TAKES THE AIRCRAFT “AS-IS, WHERE-IS WITH ALL FAULTS.” LESSEE
      ACKNOWLEDGES AND AGREES THAT AS BETWEEN LESSEE AND LESSOR (i) LESSEE
      HAS
      SELECTED THE AIRCRAFT AND MANUFACTURER THEREOF, (ii) THE AIRFRAME AND
      EACH
      ENGINE IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE
      TO LESSEE, (iii) LESSEE IS SATISFIED THAT THE AIRFRAME AND EACH ENGINE
      IS
      SUITABLE FOR ITS PURPOSES AND (iv) LESSOR IS NOT A MANUFACTURER OF PROPERTY
      OF SUCH KIND AND MAKES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE, AND LESSOR
      WILL BE DEEMED TO HAVE EXPRESSLY DISCLAIMED, ANY REPRESENTATION OR WARRANTY,
      EXPRESS OR IMPLIED, AS TO:

     

    (V) THE
      AIRWORTHINESS, VALUE, CONDITION, DESIGN, OPERATION, TITLE CONVEYED, ANY IMPLIED
      WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE
      OF
      THE AIRFRAME, ANY ENGINE OR ANY PART THEREOF;

     

    (W) THE
      QUALITY OF THE MATERIAL OR WORKMANSHIP WITH RESPECT TO THE AIRFRAME, ANY ENGINE
      OR ANY PART THEREOF;

     

    (X) THE
      ABSENCE OF LATENT OR ANY OTHER DEFECT IN THE AIRFRAME, ANY ENGINE OR ANY PART
      THEREOF, WHETHER OR NOT DISCOVERABLE;

     

    (Y) THE
      ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT OR THE LIKE;
      OR

     

    (Z) THE
      ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER
      REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO
      THE
      AIRFRAME, ANY ENGINE OR ANY PART THEREOF, except that 

     

    (A) Lessor
      represents and warrants that on the Delivery Date, Lessor shall have received
      whatever title to the Aircraft as was conveyed to it; and

     

    (B) Lessor
      represents and warrants that on the Delivery Date the Aircraft shall be free
      of
      Lessor Liens attributable to it.

     

    None
      of
      the provisions of this Section 4.1 or any other provision of this Lease
      shall be deemed to amend, modify or otherwise affect the representations,
      warranties or other obligations (express or implied) of the Manufacturer or
      the
      Engine Manufacturer or any subcontractor or supplier of the Manufacturer or
      the
      Engine Manufacturer or any maintenance, repair or overhaul facility with respect
      to the Airframe, the Engines or any Parts, or to release the Manufacturer,
      the
      Engine Manufacturer or any such subcontractor or supplier or such maintenance,
      repair or overhaul facility from any such representation, warranty or
      obligation.

     

    4.2  Certain
      Agreements of Lessor.
      Lessor
      acknowledges that Lessee has been provided warranties by the Manufacturer and
      Engine Manufacturer with respect to the Aircraft and that Lessor has no interest
      in such warranties.

     

    4.3  Quiet
      Enjoyment.
      So long
      as no Event of Default shall have occurred and be continuing, neither Lessor
      nor
      any Person acting by, through, or under Lessor shall interfere with Lessee’s
      rights hereunder to continued possession, use and operation of, and quiet
      enjoyment of, the Aircraft.

     

    4.4  Title
      Transfers by Lessor.
      If
      Lessor shall be required to transfer title to the Aircraft, Airframe, any Engine
      or any Part to Lessee or any other person pursuant to this Lease, then
      (a) Lessor shall (1) transfer to Lessee or such other person,
      as the
      case may be, all of Lessor’s right, title and interest in and to the Aircraft,
      Airframe, such Engine or such Part (such right, title and interest being no
      less
      than that transferred to Lessor by the Lessee), as the case may be, free and
      clear of all Lessor Liens but otherwise on an “as is, where is, with all faults”
      basis and (2) assign to Lessee or such other person, as the case may
      be, if
      and to the extent permitted, all claims, if any, for damage to the Aircraft,
      Airframe, such Engine or, upon request of Lessee, such Part, in each case free
      of Lessor Liens, and without recourse or warranty of any kind whatsoever (except
      as to the transfer described in clause (1) above and as to the
      absence
      of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly deliver
      to Lessee or such other person, as the case may be, a bill of sale and
      agreements of assignment, in the case of Parts, as reasonably requested by
      Lessee, evidencing such transfer and assignment, and such other instruments
      of
      transfer, all in form and substance reasonably satisfactory to Lessee (or such
      other person, as the case may be), as Lessee (or such other person, as the
      case
      may be) may reasonably request.

     

    4.5  Lessor’s
      Interest in Certain Engines.
      Lessor
      hereby agrees for the benefit of each lessor, conditional seller, indenture
      trustee or secured party of any engine leased to, or purchased by, Lessee or
      any
      Permitted Sublessee subject to a lease, conditional sale, trust indenture or
      other security agreement that Lessor, its successors and assigns will not
      acquire or claim, as against such lessor, conditional seller, indenture trustee
      or secured party, any right, title or interest in any engine solely as the
      result of such engine being installed on the Airframe at any time while such
      engine is subject to such lease, conditional sale, trust indenture or other
      security agreement and owned by such lessor or conditional seller or subject
      to
      a trust indenture or security interest in favor of such indenture trustee or
      secured party.

     

    4.6  Section 1110
      of Bankruptcy Code.
      It is
      the intention of each of Lessee and Lessor that, in the event of any subsequent
      Chapter 11 case involving Lessee as debtor, Lessor shall be entitled
      to the
      benefits of Section 1110 of the Bankruptcy Code with respect to the
      right
      to take possession of the Aircraft, Airframe, Engines and Parts and to enforce
      any of its other rights or remedies as provided in this Lease.

     

    Section 5.  Return
      of Aircraft.

     

    5.1  Compliance
      with Annex B.
      Lessee
      shall comply with each of the provisions of Annex B hereto, which
      provisions are hereby incorporated by this reference as if set forth in full
      herein.

     

    5.2  Return
      of Engines.
      In the
      event that any Engine owned by Lessor shall not be installed on the Airframe
      at
      the time of return hereunder, Lessee shall be required to return the Airframe
      hereunder with a Replacement Engine meeting the requirements of, and in
      accordance with, Section 9 hereof, provided,
      that
      during the Bar Period, such Replacement Engine shall be a “Related Engine” (as
      defined in the Global Aircraft Transaction Agreement). Thereupon, Lessor will
      transfer to Lessee on an “as-is, where-is” basis, without recourse or warranty
      (except as to the absence of Lessor Liens attributable to it), all of Lessor’s
      right, title and interest in and to either Engine constituting part of the
      Aircraft but not installed on the Airframe at the time of the return of the
      Airframe.

     

    Section 6.  Liens.

     

    6.1  Lessee
      shall not directly or indirectly create, incur, assume or suffer to exist any
      Lien on or with respect to the Airframe, any Engine or any Part, title thereto
      or any interest of Lessee therein (including its rights under this Lease)
      except: (a) the respective rights of Lessor and Lessee as provided herein
      or of any Permitted Sublessee under any Permitted Sublease; (b) the
      rights
      of others under agreements or arrangements to the extent permitted by
      Section 7.2 and Sections C and E of Annex C; (c) Liens
      for Taxes either not yet due or being contested in good faith by appropriate
      proceedings so long as such proceedings do not involve any material danger
      of
      the sale, forfeiture or loss of the Airframe or an Engine or the interests
      of
      Lessor therein and do not involve any risk of criminal liability or material
      risk of unindemnified civil liability being imposed on Lessor; (d) Liens
      of
      suppliers, mechanics, workers, repairers, employees, airport operators, air
      traffic control authorities or other like Liens arising in the ordinary course
      of business and for amounts the payment of which are either not yet delinquent
      for more than 60 days or are being contested in good faith by appropriate
      proceedings, so long as such proceedings do not involve any material danger
      of
      the sale, forfeiture or loss of the Airframe or an Engine or the interests
      of
      Lessor therein and do not involve any risk of criminal liability or material
      risk of unindemnified civil liability being imposed on Lessor; (e) Liens
      arising out of judgments or awards against Lessee (or any Permitted Sublessee)
      so long as within 30 days after entry thereof a stay of execution shall have
      been entered or such Lien shall have been discharged or vacated;
      (f) salvage and similar rights of insurers under policies of insurance
      maintained with respect to the Aircraft; (g) Lessor Liens; and
      (h) Liens with respect to which Lessee (or any Permitted Sublessee)
      has
      provided a bond or other security adequate in the good faith opinion of
      Lessor.

     

    Liens
      described in clauses (a) through (h) above are referred to herein as
      “Permitted
      Liens”.
      Lessee
      shall promptly, at its own expense, take (or cause to be taken) such action
      as
      may be necessary duly to discharge any such Lien other than a Permitted Lien
      arising at any time.

     

    6.2  Except
      for the Lien of the Security Agreement, Lessor (a) will not directly
      or
      indirectly create, incur, assume or suffer to exist any Lessor Lien attributable
      to it on or with respect to all or any part of the Aircraft or this Lease,
      (b) will, at its own cost and expense, promptly take such action as
      may be
      necessary to discharge any Lessor Lien attributable to it on all or any part
      of
      the Aircraft or this Lease and (c) will hold harmless and indemnify
      Lessee,
      and its Affiliates, successors and permitted assigns, from and against
      (i) any and all Expenses, and (ii) any interference with the
      possession, operation or other use of all or any part of the Aircraft imposed
      on, incurred by or asserted against any of the foregoing as a consequence of
      any
      such Lessor Lien.

     

    Section 7.  Registration,
      Operation, Possession, Subleasing and Records.

     

    7.1  Registration
      and Operation.

     

    7.1.1  Registration
      and Recordation.
      Lessee
      shall cause the Aircraft to be, and at all times during the Term to remain,
      duly
      registered with the FAA under the Federal Aviation Code in the name of Lessor
      (except to the extent in the case of an Aircraft intended to be registered
      in
      the United States, that such registration under the Federal Aviation Code cannot
      be effected with the FAA because of Lessor’s failure to comply with the
      citizenship requirements for registration of the Aircraft under the Federal
      Aviation Code) or with such other country of registry and in such name as shall
      be permitted under Section 7.1.2 below. Lessor shall execute any and
      all
      such documents as Lessee (or any Permitted Sublessee) may reasonably request
      for
      the purpose of effecting and continuing such registration. Lessee shall execute
      any and all such documents as may be required by law or as Lessor may reasonably
      request for the purpose of effecting and continuing such
      registration.

     

    7.1.2  Re-registration.
      At any
      time after the Bar Period, so long as no Payment Default, Bankruptcy Default
      or
      Event of Default shall have occurred and be continuing, Lessee may, by
      30 days’ written notice to Lessor request to change the country of
      registration of the Aircraft to a Permitted Country. 

     

    (a)  Lessee
      shall be entitled to register the Aircraft or cause the Aircraft to be
      registered in a country other than the United States subject to compliance
      with
      the following:

     

    (i)  each
      of
      the following requirements is satisfied:

     

    (A)  no
      Payment Default, Bankruptcy Default or Event of Default shall have occurred
      and
      be continuing at the time of such registration;

     

    (B)  such
      proposed change of registration is made in connection with a Permitted Sublease
      to a Permitted Air Carrier;

     

    (C)  such
      country is a Permitted Country;

     

    (D)  such
      re-registration will not divest Lessor of title to the Aircraft;
      and

     

    (E)  Lessee
      shall pay all costs, expenses, fees, recording and registration taxes, and
      other
      charges in connection with any such change in registration, including the
      reasonable out-of-pocket expenses of Lessor in connection with such change
      of
      registration, including, without limitation (1) the reasonable fees and
      disbursements of counsel to Lessor, (2) any filing or recording fees, Taxes
      or
      similar payments incurred in connection with the change of registration of
      the
      Aircraft and the establishment of Lessor’s title therein, and (3) all costs and
      expenses incurred in connection with any filings necessary to continue in the
      United States the Lessor’s title to the Aircraft;

     

    (ii)  the
      Lessor shall have received an opinion of counsel (subject to customary
      exceptions) reasonably satisfactory to it and addressed to Lessor to the effect
      that:

     

    (A)  such
      country would recognize the Lessor’s ownership interest in the
      Aircraft;

     

    (B)  all
      filing, recording or other action necessary to protect Lessor’s title to the
      Aircraft shall have been accomplished (or, if such opinion cannot be given
      at
      the time of such proposed change in registration because such change in
      registration is not yet effective, (1) the opinion shall detail what
      filing, recording or other action is necessary and (2) the Lessor shall
      have received a certificate from Lessee that all possible preparations to
      accomplish such filing, recording and other action shall have been done, and
      (3)
      such filing, recording and other action shall be accomplished and a supplemental
      opinion to that effect shall be delivered to Lessor promptly after the effective
      date of such change in registration);

     

    (C)  it
      is not
      necessary, solely as a consequence of such change in registration and without
      giving effect to any other activity of Lessor (or any Affiliate thereof), as
      the
      case may be, for Lessor to qualify to do business in such country as a result
      of
      such reregistration;

     

    (D)  unless
      Lessee or the Permitted Air Carrier shall have agreed to provide insurance
      reasonably satisfactory to Lessor covering the risk of requisition of title
      of
      the Aircraft by the government of such country (so long as the Aircraft is
      registered under the laws of such country), the laws of such country require
      fair compensation by the government of such country payable in currency freely
      convertible into Dollars and freely removable from such country (provided that
      if a license or permit is required and is customarily obtained in advance in
      such country, Lessee prior to such proposed reregistration shall have obtained
      such license or permit) for the taking or requisition by such government of
      such
      title;

     

    (E)  if
      Lessee
      has entered into a sublease with a Permitted Foreign Air Carrier, there exist
      no
      possessory rights in favor of the Permitted Foreign Air Carrier under such
      sublease under the Law of such Permitted Foreign Air Carrier’s country of
      domicile that would, upon bankruptcy, reorganization or other insolvency
      proceedings of or other default by Lessee and assuming that at such time such
      Permitted Foreign Air Carrier is not insolvent or bankrupt, prevent the return
      or repossession of the Aircraft in accordance with and when permitted by the
      terms of Section 14 hereof upon the exercise by Lessor of its remedies
      under the Lease and there are no procedural impediments to the return of the
      Aircraft to Lessor materially greater than under United States law, and upon
      termination of any Permitted Sublease, registration shall be terminable without
      material burden or delay; and

     

    (F)  there
      is
      no tort liability for a lessor of an aircraft not in possession thereof under
      the laws of such jurisdiction (or insurance reasonably satisfactory to Lessor
      may be provided in lieu of such opinion as to tort liability).

     

    (b)  In
      addition, as a condition precedent to any change in registration Lessee shall
      have provided to Lessor a letter from a reputable independent insurance broker
      to the effect that the provisions of Section 10 hereof have been complied
      with after giving effect to such change of registration.

     

    (c)  Lessor
      agrees that if Lessee requests a change of registration pursuant to this
      Section 7.1.2, it will take all such action reasonably requested by
      Lessee
      in order to effect such a change in registration, including the execution and
      delivery of such documents and instruments as may be necessary or advisable
      in
      connection therewith.

     

    7.1.3  Markings.
      If
      permitted by applicable Law, on or reasonably promptly after the Delivery Date,
      Lessee will cause to be affixed to, and maintained in, the cockpit of the
      Airframe in a clearly visible location a placard of a reasonable size and shape
      bearing the following legend, in English: “LEASED FROM REPUBLIC AIRLINES INC.
      AND MORTGAGED TO WILMINGTON TRUST COMPANY, AS SECURITY TRUSTEE”. Such placard
      may be removed temporarily, if necessary, in the course of maintenance of the
      Airframe. If any such placard is damaged or becomes illegible, Lessee shall
      promptly replace it with a placard complying with the requirements of this
      Section 7.1.3.

     

    7.1.4  Compliance
      With Law.
      Lessee
      shall not, and shall not allow any other Person to, use, operate, maintain,
      service, repair or overhaul the Airframe or either Engine in violation of any
      applicable Laws binding on or applicable to the Aircraft, Airframe or either
      Engine, or in violation of any airworthiness certificate, license or
      registration of any Government Entity having jurisdiction in any country in
      which the Aircraft is flown or relating to Lessee or the Aircraft, Airframe
      or
      either Engine, except for immaterial or non-recurring violations with respect
      to
      which corrective measures are taken promptly by Lessee or Permitted Sublessee,
      as the case may be, upon discovery, unless (i) the validity thereof
      is
      being contested in good faith and by appropriate proceedings which do not
      involve a material danger of the sale, forfeiture or loss of the Aircraft,
      Airframe or such Engine or the interest of Lessor therein (unless Lessee or
      any
      Permitted Sublessee has provided a bond or other security adequate in the good
      faith opinion of Lessor), any risk of criminal liability or any material risk
      of
      material civil liability against Lessor, or (ii) it is not possible
      for
      Lessee (or a Permitted Sublessee) to comply with the laws of a jurisdiction
      other than the United States (or other than any jurisdiction in which the
      Aircraft is then registered) because of a conflict with the Law of the United
      States (or such jurisdiction in which the Aircraft is then registered); provided
      that if the situation described in this clause (ii) persists for more
      than
      30 days, then Lessee (or the Permitted Sublessee) shall remove the Aircraft
      from such other jurisdiction (and remove the Aircraft from registration in
      such
      other jurisdiction if then there registered) and return the Aircraft to the
      United States (and register the Aircraft in the United States) and Lessor shall
      cooperate, at Lessee’s cost and expense, with such removal, deregistration and
      reregistration.

     

    7.1.5  Operation.
      Lessee
      shall not (and shall not permit any other person to) operate, use or locate
      the
      Aircraft, Airframe or either Engine, or allow the Aircraft, Airframe or either
      Engine to be operated, used or located (a) in any area excluded from
      coverage by any insurance required by the terms of Section 10, except
      in
      the case of a requisition by the U.S. Government where Lessee obtains (and
      provides evidence of) an indemnity in lieu of such insurance from the U.S.
      Government, or insurance from the U.S. Government, covering such area, in
      accordance with Section 10 or (b) in any recognized area of
      hostilities unless fully covered in accordance with Annex D by war-risk
      insurance as required by the terms of Section 10 (including, without
      limitation, Section 10.3), unless in any case referred to in this
      Section 7.1.5 the Aircraft is only temporarily operated, used or located
      in
      such area as a result of an emergency, equipment malfunction, navigational
      error, hijacking, weather condition or other similar unforeseen circumstances,
      so long as Lessee diligently and in good faith proceeds to remove the Aircraft
      from such area.

     

    7.2  Possession.
      Lessee
      will not, without the prior written consent of Lessor lease or otherwise in
      any
      manner deliver, transfer or relinquish possession of the Aircraft, Airframe
      or
      either Engine or install either Engine, or permit either Engine to be installed,
      on any airframe other than the Airframe; provided,
      however,
      subject
      to the provisions of Section 7.3, Lessee may without such prior written
      consent:

     

    7.2.1  Interchange
      and Pooling.
      At any
      time after the Bar Period, subject or permit any Permitted Sublessee to subject
      (x) the Airframe to an airframe interchange agreement or (y) either
      Engine to normal interchange agreements or pooling agreements or arrangements,
      in each case customary in the commercial airline industry and entered into
      by
      Lessee or such Permitted Sublessee, as the case may be, in the ordinary course
      of business; provided,
      however,
      that
      (i) if Lessor’s title to either Engine shall be divested under any such
      agreement or arrangement, such divestiture shall be deemed to be an Event of
      Loss with respect to such Engine and Lessee shall be required to replace such
      Engine with a Replacement Engine meeting the requirements of, and in accordance
      with, Section 9, and (ii) any airframe interchange agreement
      to which
      the Airframe may be subject shall be with a U.S. Air Carrier or a Permitted
      Foreign Air Carrier.

     

    7.2.2  Testing
      and Service.
      Deliver
      or permit any Permitted Sublessee to deliver possession of the Aircraft,
      Airframe, either Engine or any Part (i) to the manufacturer thereof
      or to
      any qualified third-party maintenance provider, for testing, service, repair,
      maintenance or overhaul work on the Aircraft, Airframe, either Engine or any
      Part, or for alterations or modifications in or additions to the Aircraft,
      Airframe or either Engine or (ii) to any Person for the purpose of
      transport to a Person referred to in the preceding clause (i).

     

    7.2.3  Transfer
      to U.S. Government.
      Transfer or permit any Permitted Sublessee to transfer possession of the
      Aircraft, Airframe or either Engine to the U.S. Government, in which event
      Lessee shall promptly notify Lessor in writing of any such transfer of
      possession and, in the case of any transfer pursuant to CRAF, in such
      notification shall identify by name, address and telephone numbers the
      Contracting Office Representative or Representatives for the Military Airlift
      Command of the United States Air Force to whom notices must be given and to
      whom
      requests or claims must be made to the extent applicable under CRAF and in
      any
      other case pursuant to a lease agreement a copy of which shall be provided
      to
      Lessor.

     

    7.2.4  Installation
      of Engines on Owned Aircraft.
      Install
      or permit any Permitted Sublessee to install an Engine on an airframe owned
      by
      Lessee or such Permitted Sublessee, free and clear of all Liens, except
      (i) Permitted Liens and those that do not apply to such Engine and
      (ii) the rights of third parties under normal interchange or pooling
      agreements and arrangements of the type that would be permitted under
      Section 7.2.1.

     

    7.2.5  Installation
      of Engines on Other Airframes.
      Install
      or permit any Permitted Sublessee to install an Engine on an airframe leased
      to
      Lessee or such Permitted Sublessee, or purchased by Lessee or such Permitted
      Sublessee and subject to a mortgage, security agreement, conditional sale or
      other secured financing arrangement, but only if (a) such airframe is
      free
      and clear of all Liens, except (i) the rights of the parties to such
      lease,
      or any such secured financing arrangement, covering such airframe and
      (ii) Liens of the type permitted by clauses (i) and (ii) of
      Section 7.2.4 and (b) Lessee or Permitted Sublessee, as the case
      may
      be, shall have received from the lessor, mortgagee, secured party or conditional
      seller, in respect of such airframe, a written agreement (which may be a copy
      of
      the lease, mortgage, security agreement, conditional sale or other agreement
      covering such airframe), whereby such Person agrees that it will not acquire
      or
      claim any right, title or interest in, or Lien on, such Engine by reason of
      such
      Engine being installed on such airframe at any time while such Engine is subject
      to this Lease or is owned by Lessor.

     

    7.2.6  Installations
      of Engines on Financed Aircraft.
      Install
      or permit any Permitted Sublessee to install an Engine on an airframe owned
      by
      Lessee or such Permitted Sublessee, leased to Lessee or such Permitted
      Sublessee, or purchased by Lessee or such Permitted Sublessee subject to a
      conditional sale or other security agreement under circumstances where neither
      Section 7.2.4 or 7.2.5 is applicable; provided,
      however,
      that
      any such installation shall be deemed an Event of Loss with respect to such
      Engine, and Lessee shall comply with Section 9.2 hereof in respect
      thereof.

     

    7.2.7  Subleasing.
      With
      respect to the Aircraft, Airframe or either Engine, at any time after the Bar
      Period, so long as no Payment Default, Bankruptcy Default or Event of Default
      has occurred and is continuing at the commencement of the lease term, enter
      into
      a lease with any Permitted Air Carrier, but only if:

     

    (a)  Lessee
      shall provide written notice to Lessor of Lessee’s intent to enter into a
      Permitted Sublease at least 10 days in advance of entering into such sublease,
      together with drafts of the sublease documents, and a copy of the executed
      sublease documents promptly after the commencement thereof; provided,
      that in
      the event of a Permitted Sublease to a wholly-owned operating subsidiary of
      Lessee or US Airways Group, Inc. no advance notice or drafts shall be
      necessary;

     

    (b)  At
      the
      time that Lessee enters into such Permitted Sublease, such Permitted Sublessee
      shall not be subject to any bankruptcy, insolvency, liquidation, reorganization,
      dissolution or similar proceeding, shall not have substantially all of its
      property in the possession of any liquidator, trustee, receiver or similar
      person, shall be generally paying its debts as they become due, and, if such
      Permitted Sublessee is not a U.S. Air Carrier, shall have represented to Lessee
      in writing that it is not then seeking any reorganization or any readjustment
      of
      its debts;

     

    (c)  Any
      such
      Permitted Sublease: (x) shall include provisions for the maintenance,
      operation, possession, inspection and insurance of, and removal of Liens on,
      the
      Aircraft that are not materially more permissive to the sublessee in any respect
      than the applicable provisions of this Lease (except to the extent that Lessee
      retains responsibility therefor), (y) shall be expressly subject and
      subordinate to all the terms of this Lease and to the rights, powers and
      remedies of Lessor hereunder and shall not require Lessor to qualify to do
      business in any jurisdiction in which Lessor is not otherwise required to do
      so,
      and (z) shall not permit any sub-subleasing of the Airframe or an
      Engine;

     

    (d)  In
      connection with a sublease to a Permitted Foreign Air Carrier, Lessee shall
      have
      furnished Lessor an opinion of counsel (from reputable counsel selected by
      Lessee and reasonably satisfactory to Lessor) qualified in the country of
      domicile of such Permitted Foreign Air Carrier, that (i) the terms of
      such
      sublease are the legal, valid and binding obligations of the parties thereto
      enforceable under the Law of such jurisdiction, (ii) it is not necessary
      for Lessor to register or qualify to do business in such jurisdiction as a
      result, in whole or in part, of the proposed sublease, (iii) if the
      Aircraft is being registered in the jurisdiction of such Permitted Sublessee’s
      domicile the Law of such jurisdiction of domicile require fair compensation
      (as
      required by the terms of any then effective treaty or executive agreement to
      which the United States and such country are parties, or, in the absence of
      any
      such treaty or executive agreement, “just compensation” as used in
      Section 712 of the American Law Institute, Restatement of the Law Third,
      Restatement of Foreign Relations Law of the United States or any similar
      provision of any successor to such Restatement) by the government of such
      jurisdiction, payable in a currency freely convertible into Dollars, for the
      loss of title to the Aircraft, Airframe or Engines in the event of the
      requisition by such government of such title (unless Lessee shall provide
      insurance reasonably acceptable to Lessor in the amounts required with respect
      to hull insurance under Section 10 covering the requisition of title
      to the
      Aircraft, Airframe or Engines by the government of such jurisdiction so long
      as
      the Aircraft, Airframe or Engines are subject to such lease), (iv) the
      laws
      of such sublessee’s country of domicile would recognize Lessor’s title to the
      Aircraft, (v) the agreement of such Permitted Foreign Air Carrier that
      its
      rights under the sublease are subject and subordinate to all the terms of this
      Lease is enforceable against such Permitted Foreign Air Carrier under Applicable
      Laws, (vi) there exist no possessory rights in favor of the Permitted
      Foreign Air Carrier under such sublease under the Law of such Permitted Foreign
      Air Carrier’s country of domicile that would, upon bankruptcy, reorganization or
      other insolvency proceedings of or other default by Lessee and assuming that
      at
      such time such Permitted Foreign Air Carrier is not insolvent or bankrupt,
      prevent the return or repossession of the Aircraft in accordance with and when
      permitted by the terms of Section 14 hereof upon the exercise by Lessor
      of
      its remedies under Section 14 hereof, (vii) there is no strict
      tort
      liability imposed on owners or lessors with respect to an aircraft not in their
      possession in such jurisdiction (it being agreed that in the event such opinion
      cannot be given in a form reasonably satisfactory to the Lessor, such opinion
      shall be waived if insurance reasonably satisfactory to the Lessor is provided
      without cost to the Lessor to cover such risk), (viii) Lessor shall
      not be
      subject to adverse tax consequences (or in Lessor’s reasonable judgment, a
      substantial risk thereof) as a result of such sublease not otherwise indemnified
      for pursuant to the terms herein, except when Lessee then agrees to indemnify
      Lessor for such tax consequences in a manner reasonably satisfactory to Lessor,
      and (ix) the Permitted Foreign Air Carrier shall not be eligible to
      assert
      or shall effectively waive any right to sovereign immunity.

     

    (e)  Lessee
      shall furnish to Lessor a certificate of its or the Permitted Sublessee’s
      insurance broker (so long as such broker is one of recognized international
      standing) to the effect that the insurance required by Section 10 is
      in
      effect at the time that the leased Aircraft, Airframe, or Engine is delivered
      to
      the Permitted Sublessee under such Permitted Sublease;

     

    (f)  All
      necessary documents shall have been duly filed, registered or recorded in such
      public offices in the United States and in such country as may be required
      fully
      to preserve the title of Lessor in the Aircraft, Airframe and
      Engines;

     

    (g)  Lessee
      shall reimburse Lessor for all of their reasonable out-of-pocket fees and
      expenses, including, without limitation, reasonable fees and disbursements
      of
      counsel, incurred by Lessor in connection with any such Permitted
      Sublease;

     

    (h)  Any
      such
      Permitted Sublease shall, if for a term longer than 6 months, be assigned and
      delivered to Lessor as additional security for the payment and performance
      of
      Lessee’s obligations hereunder pursuant to an instrument of assignment
      reasonably satisfactory to Lessor and as to which Lessor’s security interest is
      perfected (and any such sublease entered into by Lessee and so collaterally
      assigned shall provide that any payments due under such sublease shall be paid
      by the sublessee directly to Lessee unless a Payment Default, Bankruptcy Default
      or Event of Default (as the case may be) exists and the sublessee has been
      notified by Lessor thereof in writing, in which case such payments shall be
      paid
      by the sublessee directly to Lessor for so long as such Payment Default,
      Bankruptcy Default or Event of Default exists and may be applied against
      Lessee’s obligations hereunder as and when due, but at such time as no Payment
      Default, Bankruptcy Default or Event of Default exists and the sublessee has
      been notified by Lessor thereof in writing, such amounts shall be paid to Lessee
      to the extent not previously applied in accordance with the preceding sentence);
      provided, that unless (x) a Payment Default, Bankruptcy Default or Event
      of
      Default exists and (y) unless stayed, Lessor is exercising remedies
      in
      connection with such default, Lessee shall be entitled to exercise all of the
      rights of the “sublessor” under such sublease to the exclusion of
      Lessor.

     

    7.3  Certain
      Limitations on Subleasing or Other Relinquishment of
      Possession.
      Notwithstanding anything to the contrary in Section 7.2:

     

    7.3.1  The
      rights
      of
      any person that receives possession of the Aircraft in accordance with
      Section 7.2 shall be subject and subordinate to all the terms of this
      Lease
      and to Lessor’s rights, powers and remedies hereunder, including, without
      limitation (i) Lessor’s right to repossess the Aircraft pursuant to
      Section 14, (ii) Lessor’s right to terminate and avoid such sublease,
      delivery, transfer or relinquishment of possession upon the occurrence of an
      Event of Default and (iii) the right to require Lessee or such other
      Person
      to forthwith deliver the Aircraft, Airframe and the Engines upon the occurrence
      of an Event of Default;

     

    7.3.2  Lessee
      shall remain primarily liable hereunder for the performance of all the terms
      of
      this Lease to the same extent as if such transfer had not occurred, and no
      transfer of possession of the Aircraft, Airframe, or any Engine or any failure
      of performance under or with respect to any such transfer shall in any way
      discharge or diminish any of Lessee’s obligations to Lessor
      hereunder;

     

    7.3.3  Lessee
      shall ensure that no sublease, delivery, transfer or relinquishment permitted
      under Section 7.2 shall affect the United States registration of the
      Aircraft, unless also made in accordance with the provisions of
      Section 7.1.2;

     

    7.3.4  Any
      event
      that constitutes or would, with the passage of time, constitute an Event of
      Loss
      under paragraph (c), (d), or (e) of the definition of such term shall
      not
      be deemed to violate the provisions of Section 7.2; and

     

    7.3.5  Any
      Wet
      Lease or other similar arrangement under which Lessee (or a Permitted Sublessee)
      maintains operational control of the Aircraft shall not constitute a delivery,
      transfer or relinquishment of possession for purposes of Section 7.2
      and
      shall not be prohibited by the terms hereof.

     

    Section 8.  Maintenance;
      Replacement and Pooling of Parts; Alterations, Modifications and
      Additions.

     

    8.1  Maintenance;
      Replacement and Pooling of Parts; Alterations, Modifications and
      Additions.
      At all
      times during the Term, Lessee shall comply with, or cause to be complied with,
      each of the provisions of Annex C, which provisions are hereby incorporated
      by
      this reference as if set forth in full herein.

     

    8.2  Information
      for Filings.
      Lessee
      shall promptly furnish to Lessor such information (other than with respect
      to
      the citizenship of Lessor) within Lessee’s or any Permitted Sublessee’s
      possession, or reasonably available to or obtainable by Lessee or such Permitted
      Sublessee, as may be required to enable Lessor timely to file any reports
      required to be filed by it as lessor under this Lease with any Government Entity
      because of, or in connection with, the interest of Lessor in the Aircraft,
      Airframe or Engines or this Lease; provided,
      however,
      that
      with respect to any such information which Lessee reasonably deems commercially
      sensitive or confidential, Lessor to the extent time permits and so long as
      delay in providing such information will not expose the Lessor to any risk
      of
      criminal liability or any material risk of civil liability, shall afford Lessee
      a reasonable opportunity to seek from any such Government Entity a waiver of
      the
      obligation to provide any such information, or a consent to the filing of such
      information directly by Lessee in lieu of filing by Lessor, and if any such
      waiver or consent is evidenced to the reasonable satisfaction of Lessor then
      Lessee shall not be required to furnish such information to Lessor.

     

    Section 9.  Loss,
      Destruction, Requisition, Etc.

     

    9.1  Event
      of Loss With Respect to Aircraft.

     

    9.1.1  Notice
      and Election.
      Upon
      the occurrence of an Event of Loss with respect to the Airframe, and either
      Engine or Engines installed thereon at the time of such Event of Loss, Lessee
      shall promptly (and in any event within 10 Business Days after such
      occurrence) give Lessor written notice of such Event of Loss. Within 60 days
      after such occurrence, Lessee shall give Lessor written notice of Lessee’s
      election to make payment in respect of such Event of Loss, as provided in
      Section 9.1.2, or, after the Bar Period and provided no Payment Default,
      Bankruptcy Default or Event of Default has occurred and is continuing, to
      replace the Airframe, and any such Engines, as provided in Section 9.1.3.
      Any failure by Lessee to give such notice of its election shall be deemed to
      be
      an election of the option set forth in Section 9.1.2. For purposes of
      Section 9.1.2, an Event of Loss with respect to the Airframe shall be
      deemed to constitute an Event of Loss with respect to the Aircraft. For purposes
      of Section 9.1.3, either Engine not actually suffering an Event of Loss
      shall not be required to be replaced.

     

    9.1.2  Payment
      of Stipulated Loss Value.
      If
      Lessee elects (or is deemed to have elected), in accordance with
      Section 9.1.1, to make payment in respect of any such Event of Loss,
      then
      on or before the Business Day next following the earlier of (x) the
      90th
      day following the date of the occurrence of such Event of Loss, and (y) the
      fourth Business Day following the receipt of insurance proceeds with respect
      to
      such occurrence (but in any event not earlier than the date of Lessee’s election
      under Section 9.1.1 to make payment under this Section 9.1.2)
      (such
      date of payment, the “Loss
      Payment Date”)
      Lessee
      shall pay (x) all unpaid Basic Rent due at any time prior to the Stipulated
      Loss
      Value Date that is on or immediately preceding the Loss Payment Date, (y) an
      amount equal to the Stipulated Loss Value computed as of the Stipulated Loss
      Value Date used in the foregoing clause (x) minus any Basic Rent due on or
      after
      such Stipulated Loss Value Date and paid to Lessor and (z) if such Loss Payment
      Date is not a Stipulated Loss Value Date, interest on the amount payable in
      the
      foregoing clause (y) at a rate per annum equal to the SLV Rate from
      and
      including such Stipulated Loss Value Date to but excluding such Loss Payment
      Date, computed on the basis of a 360-day year and the actual number of days
      elapsed. On or before the date required for payment of the amounts specified
      in
      the preceding sentence, Lessee shall also pay to Lessor all other amounts then
      due and payable by Lessee to such Person under this Lease. Upon payment in
      full
      of all amounts set forth in this Section 9.1.2 by Lessee, the obligation
      of
      Lessee to pay Basic Rent shall terminate, the Term shall end and Lessor will
      transfer the Aircraft to Lessee, as-is and where-is and with all faults, and
      subject to any insurer’s salvage rights, but otherwise in the manner described
      in Section 4.4.

     

    9.1.3  Replacement
      of Airframe and Engines.

     

    (a)  If
      Lessee
      elects, in accordance with Section 9.1.1, to replace the Airframe, and
      either Engine actually suffering the Event of Loss, then Lessee shall, as
      promptly as possible and in any event within 120 days after the occurrence
      of
      such Event of Loss, convey or cause to be conveyed to Lessor, in compliance
      with
      Section 9.3 and as replacement for the Airframe, and such Engine, title
      to
      a Replacement Airframe (which shall comply with paragraph (b) below),
      and
      for such Engine a Replacement Engine, in each case free and clear of all Liens
      other than Permitted Liens. If Lessee makes such election, but for any reason
      fails or is unable to effect such replacement within such time period and in
      compliance with the requirements set forth in this Section and
      Section 9.3, then Lessee shall be deemed to have initially made the
      election set forth in Section 9.1.2 with the effect that Lessee shall
      immediately pay the amounts required under, and in accordance with,
      Section 9.1.2.

     

    (b)  Any
      such
      Replacement Airframe shall be an airframe (A) that is the same model
      as the
      Airframe to be replaced thereby, or an improved model, manufactured by the
      Manufacturer no earlier than 12 months prior to the manufacture of the Airframe
      to be replaced thereby, and (B) that has a value, utility and remaining
      useful life, at least equal to the Airframe to be replaced thereby (determined
      without regard to hours or cycles remaining until the next scheduled overhaul,
      but assuming that the Airframe had been maintained in accordance with this
      Lease). Any such Replacement Engine shall meet the requirements of, and be
      conveyed by Lessee to Lessor in accordance with, Section 9.2 (other
      than
      the notice requirement set forth in Section 9.2.1).

     

    9.2  Event
      of Loss With Respect to an Engine.

     

    9.2.1  Notice.

     

    Upon
      the
      occurrence of an Event of Loss with respect to an Engine under circumstances
      in
      which an Event of Loss with respect to the Airframe has not occurred, Lessee
      shall promptly (and in any event within 10 Business Days after such occurrence)
      give Lessor written notice of such Event of Loss.

     

    9.2.2  Replacement
      of Engine.

     

    Lessee
      shall, promptly and in any event within 90 days after the occurrence of such
      Event of Loss, convey or cause to be conveyed to Lessor, in compliance with
      Section 9.3 and as replacement for the Engine with respect to which
      any
      Event of Loss occurred, title to a Replacement Engine free and clear of all
      Liens other than Permitted Liens. Such Replacement Engine shall be an engine
      manufactured by Engine Manufacturer (A) that is the same model as the
      Engine to be replaced thereby, or an improved model, and that is suitable for
      installation and use on the Airframe, and (B) that has a value, utility
      and
      remaining useful life (without regard to hours or cycles remaining until the
      next expected performance restoration) at least equal to the Engine to be
      replaced thereby (assuming that such Engine had been maintained in accordance
      with this Lease).

     

    9.2.3  Engine
      Exchange.
      

     

    Unless
      a
      Payment Default, Bankruptcy Default or Event of Default shall have occurred
      and
      be continuing, upon not less than five days’ prior written notice to Lessor,
      Lessee may replace either Engine leased hereunder with another engine (the
      “Exchanged
      Engine”)
      meeting the requirements of Section 9.2.2, provided, that at any time
      during the Bar Period, such Exchanged Engine is a “Related Engine” (as defined
      in the Global Aircraft Transaction Agreement). Such Exchanged Engine shall
      be
      deemed to be a “Replacement Engine” and Lessee and Lessor shall comply with the
      provisions of Section 9.3 with regard to the Exchanged Engine and the
      Engine so replaced.

     

    9.3  Conditions
      to any Replacement.
      

     

    9.3.1  Documents.
      

     

    Prior
      to
      or at the time of conveyance of title to any Replacement Airframe or Replacement
      Engine to Lessor, Lessee shall take each of the following actions:

     

    (a)  furnish
      Lessor with a full warranty bill of sale duly conveying to Lessor such
      Replacement Airframe or Replacement Engine, in form and substance reasonably
      satisfactory to Lessor and cause such Replacement Airframe to be duly registered
      in the name of Lessor pursuant to the Federal Aviation Code;

     

    (b)  cause
      (i)
      a Lease Supplement subjecting such Replacement Airframe or Replacement Engine
      to
      this Lease, duly executed by Lessee, to be delivered to Lessor for execution
      and, upon such execution, to be filed for recordation with the FAA pursuant
      to
      the Federal Aviation Code and (ii) UCC financing statements and other
      filings as may be required by applicable Law or as Lessor may reasonably
      request, duly executed by Lessee and to the extent applicable, Lessor (and
      Lessor shall execute and deliver the same), to be filed in such locations as
      may
      be required by applicable Law to establish Lessor’s title to such Replacement
      Airframe or Replacement Engine or as Lessor may reasonably request;

     

    (c)  furnish
      Lessor with a certificate of Lessee’s or a Permitted Sublessee’s insurance
      broker (so long as such broker is one of recognized international standing)
      to
      the effect that the insurance provisions of Section 10 with respect
      to such
      Replacement Airframe or Replacement Engine have been complied with;

     

    (d)  furnish
      to Lessor a certificate signed by a duly authorized officer of Lessee stating
      the following:

     

    (i)  with
      respect to any Replacement Airframe: (i) a description of the Airframe which
      shall be identified by manufacturer, model, U.S. registration number (or other
      applicable registration information) and manufacturer’s serial number; (ii) a
      description of the Replacement Airframe to be received (including the
      manufacturer, model, U.S. registration number (or other applicable registration
      information) and manufacturer’s serial number; (iii) that on the date of the
      execution and delivery of the warranty bill of sale to be delivered pursuant
      to
      clause (a) above, relating to the Replacement Airframe, Lessor will be the
      owner
      of such Replacement Airframe, free and clear of all Liens other than Permitted
      Liens, that such Replacement Airframe will be on such date in good operating
      condition and that such Replacement Airframe will be duly registered in the
      name
      of Lessor under the Federal Aviation Code, or under the law then applicable
      to
      the registration of the Airframe and that an airworthiness certificate has
      been
      duly issued under the Federal Aviation Code (or such other applicable law)
      with
      respect to such Replacement Airframe, and that such registration and certificate
      is in full force and effect, and that Lessee will have the full right and
      authority to use such Replacement Airframe; (iv) that the Replacement Airframe
      is of the same or improved model as the Airframe; (v) the fair market value
      of
      the Replacement Airframe as of the date of such certificate (which value in
      the
      judgment of Lessee shall be not less than the fair market value of the Airframe
      if it had not suffered an Event or Loss (assuming the Airframe was in the
      condition and repair required to be maintained under this Lease)); and (vi)
      that
      no Event of Default has occurred which has not been remedied or waived,
      or

     

    (ii)  with
      respect to any Replacement Engine: (i) a description of the Engine suffering
      the
      Event of Loss, which shall be identified by manufacturer’s serial number; (ii) a
      description of the Replacement Engine (including the manufacturer’s name and
      serial number); (iii) that on the date of the execution and delivery of the
      warranty bill of sale required to be delivered pursuant to clause (a) above
      relating to the Replacement Engine Lessor will be the owner of such Replacement
      Engine free and clear of all Liens other than Permitted Liens; (iv) that such
      Replacement Engine will be on such date in good working order and condition
      and
      that such Replacement Engine is of the same or an improved model of the Engine;
      and (v) that each of the conditions specified in Section 9.2 with respect
      to such Replacement Engine has been satisfied;

     

    (e)  provide
      an opinion from Lessee’s counsel reasonably satisfactory to Lessor (which
      counsel, in any event, may be Lessee’s in-house counsel, except as to matters of
      federal aviation law which will be covered by counsel reasonably satisfactory
      to
      Lessor), to the effect that (subject to customary assumptions and exceptions)
      the instruments referred to in clauses (a) and (b) above have been duly
      authorized and delivered, the Replacement Airframe or Replacement Engine is
      (so
      far as such counsel is aware) free and clear of all Liens of record with the
      FAA
      other than Permitted Liens, the Replacement Airframe or Replacement Engine
      has
      been duly subjected to this Lease and, the instruments subjecting such
      Replacement Airframe or Replacement Engine to this Lease have been duly filed
      for recordation pursuant to the Federal Aviation Act or any other law then
      applicable to the registration of the Aircraft, the full warranty bill of sale
      referred to in clause (a) above constitutes an effective instrument for the
      conveyance of title to the Replacement Airframe or Replacement Engine, the
      due
      registration of any such Replacement Airframe and no further action or filing
      or
      recording of any document is necessary or advisable in order to establish
      Lessor’s title to such Replacement Airframe or Replacement Engine;

     

    (f)  with
      respect to the replacement of the Airframe, and either Engine installed thereon
      at the time of the subject Event of Loss, furnish a certified report of a
      qualified independent aircraft appraiser, reasonably satisfactory to Lessor,
      certifying that such Replacement Airframe and any such Replacement Engine
      complies with the value, utility and remaining useful life requirements set
      forth in Section 9.1.3(b);

     

    (g)  if
      the
      Replacement Engine has previously been in operational use, furnish a certificate
      of a qualified aircraft engineer (who may be an employee of Lessee), reasonably
      satisfactory to Lessor certifying that such Replacement Engine complies with
      the
      value, utility and remaining useful life requirements set forth in
      Section 9.2.2;

     

    (h)  furnish
      an opinion of Lessee’s counsel reasonably satisfactory to Lessor, and addressed
      to Lessor to the effect that, in the case of a Replacement Airframe or
      Replacement Engine, Lessor will be entitled to the benefits of Section 1110
      with respect to the Replacement Airframe or Replacement Engine; and

     

    (i)  furnish
      Lessor with an Officer’s Certificate of Lessee certifying that all applicable
      conditions to any replacement pursuant to clause (A) of the first sentence
      of
      Section 9.1.3(b), clause (A) of the second sentence of Section 9.2.2
      and this Section 9.3 have been satisfied.

     

    Lessee
      and Lessor understand and agree that if at the time of any replacement of the
      Airframe or either Engine, as contemplated in this Section 9, the Airframe
      was registered in a jurisdiction other than the United States, then the
      requirements set forth above in this Section 9.3.1 relating to compliance
      with the requirements of the Federal Aviation Code or the FAA, shall be deemed
      to refer to the comparable applicable Laws of, and the Aviation Authority of,
      such other jurisdiction.

     

    9.4  Conveyance
      to Lease.
      Upon
      completion of the actions required pursuant to Sections 9.1.3, 9.2 and
      9.3.1 Lessor shall transfer to Lessee the Airframe replaced by a Replacement
      Airframe and each Engine replaced by a Replacement Engine (and all Aircraft
      Documents relating thereto) in accordance with Section 4.4.

     

    9.5  Costs.
      Lessee
      shall reimburse Lessor for all reasonable out-of-pocket costs (including
      reasonable attorney’s fees and expenses) incurred by Lessor in connection with
      any Replacement Airframe becoming the Airframe hereunder and any Replacement
      Engine becoming an Engine hereunder.

     

    9.6  No
      Change in Payment Obligations.
      No
      Event of Loss with respect to an Engine, or with respect to the Airframe, shall
      result in, or otherwise allow or permit (other than as provided in
      Section 9.1.2), any reduction, deferral, discharge or other change in
      the
      timing or amount of any payments under this Lease.

     

    9.7  Application
      of Non-Insurance Payments for Loss.
      Any
      amounts, other than insurance proceeds in respect of damage or loss not
      constituting an Event of Loss (the application of which is provided for in
      Section 10), received at any time by Lessor, Lessee or any Permitted
      Sublessee from any Government Entity or any other Person in respect of any
      Event
      of Loss will be applied as follows:

     

    9.7.1  Replacement
      of Airframe and Engines.
      If such
      amounts are received with respect to the Airframe, and either Engine installed
      thereon at the time of such Event of Loss, and Lessee elects to replace the
      Airframe and either Engine as provided in Section 9.1.3, such amounts
      shall
      be paid over to, or retained by, Lessee, provided that if Lessee has not, at
      the
      time of receipt of the insurance proceeds, completed such replacement, such
      payments shall be paid over to, or retained by, Lessor as security and, upon
      completion of, or in connection with a closing for, such replacement, be paid
      over to Lessee.

     

    9.7.2  Loss
      of Engine.
      If such
      amounts are received with respect to an Engine (other than an Engine installed
      on the Airframe at the time the Airframe suffers an Event of Loss), such amounts
      shall be paid to Lessor and, upon compliance by Lessee with the applicable
      terms
      of Section 9.2 with respect to the Event of Loss for which such amounts
      are
      received, such amounts shall be paid over to, or retained by,
      Lessee.

     

    9.7.3  Payment
      of Loss.
      If such
      amounts are received, in whole or in part, with respect to the Airframe, and
      Lessee makes, has made or is deemed to have made the election set forth in
      Section 9.1.2, such amounts shall be applied as follows:

     

    (a)  first,
      if the
      sum described in Section 9.1.2 has not then been paid in full by Lessee,
      such amounts shall be paid to Lessor to the extent necessary to pay in full
      such
      sum; and

     

    (b)  second,
      to
      reimburse Lessor for its reasonable costs (including attorney’s fees and
      expenses), if and, of procuring such payments; and 

     

    (c)  third,
      the
      remainder, if any, shall be paid to Lessee.

     

    9.8  Requisition
      of Aircraft for Use.
      If any
      Government Entity shall requisition for use the Airframe and the Engines or
      engines installed thereon, and if the same does not constitute an Event of
      Loss,
      Lessee shall promptly notify Lessor of such requisition and all of Lessee’s
      obligations under this Lease shall continue to the same extent as if such
      requisition had not occurred.

     

    9.9  Application
      of Payments.
      All
      payments received by Lessor, Lessee, or any Permitted Sublessee, from any
      Government Entity for the use of the Airframe and Engines or engines installed
      thereon during the Term shall be paid over to, or retained by, Lessee, and
      all
      payments received by Lessor or Lessee from any Government Entity for use of
      the
      Airframe and Engines or engines installed thereon after the Term shall be paid
      over to, or retained by, Lessor; provided that, if such requisition constitutes
      an Event of Loss, then all such payments shall be paid over to Lessor, and
      held
      and applied as provided in Section 9.7.

     

    9.10  Application
      of Payments During Existence of Certain Defaults.
      Any
      amount described in Section 9 that is payable or creditable to, or
      retainable by Lessee, shall not be paid or credited to, or retained by, Lessee
      if at the time such payment, credit or retention would otherwise occur a Payment
      Default, Bankruptcy Default or Event of Default shall have occurred and be
      continuing, but shall instead be held by or paid over to Lessor and shall be
      held as security for Lessee’s obligations under this Lease. At such time as
      there shall not be continuing an Event of Default, Payment Default or Bankruptcy
      Default, such amount shall be paid to Lessee to the extent not previously
      applied in accordance with this Section 9.10.

     

    Section 10.  Insurance.

     

    10.1  Lessee’s
      Obligation to Insure.
      Lessee
      shall comply with, or cause to be complied with, each of the provisions of
      Annex D, which provisions are hereby incorporated by this reference
      as if
      set forth in full herein.

     

    10.2  Insurance
      for Own Account.
      Nothing
      in Section 10 shall limit or prohibit (a) Lessee (or any Permitted
      Sublessee) from maintaining the policies of insurance required under this
      Section 10 with limits higher than those specified in this Section 10
      or (b) Lessor from obtaining insurance for its own account (and any
      proceeds payable under such separate insurance shall be payable as provided
      in
      the policy relating thereto); provided,
      however,
      that no
      insurance may be obtained or maintained that would limit or otherwise adversely
      affect the coverage of or payment under any insurance required to be obtained
      or
      maintained by Lessee pursuant to this Section 10 and Annex D,
      it being
      understood that all salvage rights to the Airframe or the Engines shall remain
      with Lessee’s insurers at all times.

     

    10.3  Indemnification
      by Government in Lieu of Insurance.
      Lessee
      may obtain and maintain, in lieu of insurance against any risk with respect
      to
      the Aircraft described in Annex D indemnification from, or insurance
      provided by, the U.S. Government, or upon the written consent of Lessor, other
      Government Entity, against such risk in scope and in an amount that, when added
      to the amount of insurance (including permitted self-insurance), if any, against
      such risk that Lessee (or any Permitted Sublessee) may continue to maintain,
      in
      accordance with this Section 10, shall be at least equal to the scope
      and
      amount of insurance against such risk otherwise required by this
      Section 10.

     

    10.4  Application
      of Insurance Proceeds.
      As
      between Lessee and Lessor, all insurance proceeds received as a result of the
      occurrence of an Event of Loss with respect to the Aircraft or either Engine
      under policies required to be maintained by Lessee pursuant to Section 10
      will be applied as provided in Section 10.5. All proceeds of insurance
      required to be maintained by Lessee, in accordance with this Section 10,
      in
      respect of any property damage or loss not constituting an Event of Loss with
      respect to the Aircraft, Airframe or either Engine will be paid to Lessor
      (unless such proceeds do not exceed the Threshold Amount, in which case they
      will be paid to Lessee) and applied in payment (or to reimburse Lessee) for
      repairs or for replacement property, and any balance remaining after such
      repairs or replacement with respect to such damage or loss shall be paid over
      to, or retained by, Lessee.

     

    10.5  Application
      of Payments During Existence of Default.
      Any
      amount described in this Section 10 that is payable or creditable to,
      or
      retainable by, Lessee shall not be paid or credited to, or retained by, Lessee
      if at the time such payment, credit or retention would otherwise occur a Payment
      Default, a Bankruptcy Default or any Event of Default shall have occurred and
      be
      continuing, but shall instead be held by or paid over to Lessor, as security
      for
      the obligations of Lessee under this Lease and shall be invested and applied
      pursuant to Section 17.

     

    Section 11.  Inspection.
      

     

    11.1  At
      reasonable times not more often than once in any 12 month period, and upon
      at
      least 15 days prior written notice to Lessee (provided however that if an Event
      of Default shall have occurred and be continuing, any such inspection shall
      be
      at reasonable times without any limit on the number of times and upon at least
      5
      days prior written notice to and at the expense of Lessee), Lessor, or its
      authorized representatives (the “Inspecting Parties”), may upon reasonable
      notice to Lessee inspect the Aircraft, Airframe and Engines (including, without
      limitation, the Aircraft Documents) and Lessee shall cooperate, and shall cause
      any Permitted Sublessee to cooperate, with the Inspecting Parties in connection
      with any such inspection (including, without limitation, permitting any such
      Inspecting Party to make copies of the Aircraft Documents).

     

    11.2  Any
      inspection of the Aircraft hereunder shall be limited to a visual, walk-around
      inspection and shall not include the opening of any panels, bays or other
      components of the Aircraft, Airframe or Engines. In addition, (a) the
      Inspecting Parties shall be fully covered by their own insurance with respect
      to
      any risks incurred in connection with any such inspection, (b) any such
      inspection shall be subject to the safety, security and workplace rules
      applicable at the location where such inspection is conducted and any applicable
      governmental rules or regulations, (c) in the case of an inspection
      during
      a maintenance visit, such inspection shall not interfere with the normal conduct
      of such maintenance visit or extend the time required for such maintenance
      visit
      or, in any event, at any time interfere with the use or operation of the
      Airframe or either Engine or with the normal conduct of Lessee’s or a Permitted
      Sublessee’s business, and (d) Lessee shall not be required to undertake or
      incur any additional liabilities in connection with any such
      inspection.

     

    11.3  With
      respect to such rights of inspection, Lessor shall not have any duty or
      liability by reason of not making any such visit, inspection or survey and
      no
      inspection pursuant to this Section shall relieve Lessee of any of its
      obligations under this Lease.

     

    11.4  Each
      Inspecting Party shall bear its own expenses in connection with any such
      inspection (including the cost of any copies made in accordance with
      Section 11.1), provided, that if a Bankruptcy Default or Event of Default
      shall have occurred and be continuing, Lessee shall bear all such reasonable
      expenses.

     

    11.5  Lessee
      will, upon Lessor’s request at any time, notify Lessor of the time and location
      of the next scheduled heavy maintenance visit to be conducted in respect of
      the
      Aircraft; provided that Lessee shall have the right in its sole discretion
      to
      reschedule, or change the location of, any maintenance visit of which it shall
      have notified Lessor pursuant to this Section 11.5, Lessee agreeing
      to use
      reasonable efforts to notify Lessor of any such rescheduling or
      change.

     

    11.6  Lessee
      will, upon Lessor’s request at any time, notify Lessor of the time and location
      of the next scheduled Basic Check (as defined in the Embraer ERJ 170-100SU
      Maintenance Planning Document) to be conducted by Lessee in respect of the
      Aircraft; provided that Lessee shall have the right in its sole discretion
      to
      reschedule, or change the location of, any maintenance visit of which it shall
      have notified Lessor pursuant to this Section 11.6, Lessee agreeing
      to use
      reasonable efforts to notify Lessor of any such rescheduling or
      change.

     

    Section 12.  Assignment;
      Merger.

     

    12.1  In
      General.
      This
      Lease shall be binding upon and inure to the benefit of Lessor and Lessee and
      their respective successors and permitted assigns. Except as otherwise expressly
      permitted by the terms of this Lease, Lessee will not, without the prior written
      consent of Lessor (which consent shall not be unreasonably withheld or delayed),
      and except in connection with Lessee’s Plan of Reorganization and as described
      in the disclosure statement filed with the Bankruptcy Court on August 9,
      2005 (and subject to the limitations of Section 12.2.1) assign any of
      its
      rights under this Lease. Except as otherwise provided herein (including, without
      limitation, under the provisions of Section 14) and the assignment by
      way
      of security to the Security Trustee, Lessor may not assign or convey any of
      its
      right, title and interest in and to this Lease or the Aircraft without the
      prior
      written consent of Lessee (which consent shall not be unreasonably withheld
      or
      delayed) unless the proposed transferee is a Permitted Transferee and provided
      that each such transfer to a Permitted Transferee shall be subject to the
      conditions that (T) upon giving effect to such transfer, the Permitted
      Transferee is a Citizen of the United States to the extent required to maintain
      the registration of the Aircraft under the Act, and has full power and authority
      to enter into the transactions contemplated by this Lease, (U) the
      Permitted Transferee has the requisite power and authority to enter into and
      carry out the terms of this Lease applicable to Lessor and such Permitted
      Transferee shall have delivered to Lessee an opinion of counsel in form and
      substance reasonably satisfactory to Lessee as to the due authorization,
      delivery, legal, valid and binding effect and enforceability of the agreement
      or
      agreements referred to in (as applicable) the next clause with respect to the
      Permitted Transferee, (V) the Permitted Transferee enters into an agreement
      or agreements, in form and substance reasonably satisfactory to Lessee, whereby
      the Permitted Transferee confirms that it shall be deemed a party to this Lease
      and agrees to be bound by all the terms of, and to undertake all of the
      obligations of, the Lessor contained in this Lease and makes the representations
      and warranties made by Lessor hereunder, (W) such transfer does not
      invalidate or affect registration of the Aircraft under the Act, or any rules
      or
      regulations promulgated thereunder such that Lessee’s operation of the Aircraft,
      as permitted by this Lease, becomes impaired thereby or create a relationship
      which would be in violation thereof or violate any provision of the Securities
      Act of 1933 or any other applicable Federal or state law and the Lessee shall
      be
      entitled to require an opinion of counsel to such effect with respect to
      registration of the Aircraft and such other matters as are customarily addressed
      by the opinions of lessor counsel in leasing transactions, (X) the
      transferor or transferee lessor pays all of the reasonable costs and expenses
      (including, without limitation, the reasonable fees and expenses of counsel)
      incurred by them in connection with such transfer, as well as the reasonable
      costs and expenses of Lessee in connection therewith without the right of
      indemnification or reimbursement by Lessee unless an Event of Default has
      occurred and is continuing, and any such payment shall remain subject to all
      rights of indemnification or reimbursement by Lessee, (Y) the terms
      of the
      Lease shall not be altered and (Z) there shall be no increase in the
      liability or obligations of Lessee as a result of such transfer.

     

    12.2  Merger
      of Lessee.

     

    12.2.1  In
      General.
      Except
      as may be provided for or contemplated in Lessee’s Plan of Reorganization and as
      described in the disclosure statement filed with the Bankruptcy Court on
      August 9, 2005, the Lessee will not consolidate with or merge into any
      other Person or convey, transfer or lease all or substantially all of its assets
      to any Person unless:

     

    (a)  the
      Person formed by such consolidation or into which the Lessee is merged or the
      Person which acquires by conveyance, transfer or lease all or substantially
      all
      of the assets of the Lessee (the “Successor
      Company”)
      shall
      be a U.S. Air Carrier;

     

    (b)  the
      Successor Company shall execute and deliver to the Lessor a duly authorized,
      valid, binding and enforceable agreement in form and substance reasonably
      satisfactory to the Lessor containing an assumption by the Successor Company
      of
      the due and punctual performance and observance of each agreement, covenant
      and
      condition of this Lease to be performed or observed by the Lessee;

     

    (c)  the
      Successor Company shall deliver to the Lessor an opinion of counsel reasonably
      satisfactory to the Lessor to the effect that the agreement referred to in
      clause (b) has been duly authorized, executed and delivered by such
      Successor Company and constitutes its legal, valid and binding obligation
      enforceable against it in accordance with its terms;

     

    (d)  immediately
      after giving effect to such transaction, no Default, Payment Default, Bankruptcy
      Default or Event of Default shall have occurred and be continuing; 

     

    (e)  all
      filings shall have been made with the FAA pursuant to the Act as shall be
      necessary to evidence such transaction; and

     

    (f)  promptly
      (and in any event within 30 days) after the consummation of such transaction,
      the Lessee shall deliver to the Lessor an Officer’s Certificate of the Lessee
      certifying as to Lessee’s compliance with the conditions of this
      Section 12.2.1.

     

    The
      items
      referred to in clauses (b), (c) and (f), and evidence of the filings
      made
      pursuant to clause (e) shall be delivered within thirty days after such
      consolidation, merger, conveyance, transfer or lease. The Lessee shall pay
      all
      reasonable costs and expenses of the Lessor, including reasonable attorney’s
      fees, incurred in connection with any such proposed or actual consolidation,
      merger, conveyance, transfer or lease.

     

    12.2.2  Effect
      of Merger.
      Upon
      any such consolidation or merger of Lessee with or into, or the conveyance,
      transfer or lease by Lessee of all or substantially all of its assets to, any
      Person in accordance with this Section 12.2, such Person will succeed
      to,
      and be substituted for, and may exercise every right and power of, Lessee under
      this Lease with the same effect as if such person had been named as
“Lessee”
      herein.

     

    Section 13.  Events
      of Default.
      Each of
      the following events shall constitute an Event of Default (whether any such
      event shall be voluntary or involuntary or come about or be effected by
      operation of Law or pursuant to or in compliance with any judgment, decree
      or
      order of any court or any order, rule or regulation of any Government Entity)
      and each such Event of Default shall continue so long as, but only as long
      as,
      it shall not have been remedied:

     

    13.1  Lessee
      shall fail to pay within five (5) Business Days of the date when due any amount
      of Basic Rent or Stipulated Loss Value; or

     

    13.2  Lessee
      shall fail to pay when due any amount of Supplemental Rent or any other amount
      due and owing from Lessee under this Lease (other than as specified in
      Section 13.1 above) and such failure to pay shall continue for a period
      of
      ten (10) Business Days after Lessee’s receipt of written demand therefore by the
      party entitled thereto; or

     

    13.3  Lessee
      shall fail to carry and maintain or cause to be carried and maintained insurance
      on or with respect to the Aircraft in accordance with the provisions of
      Section 10 of this Lease; or

     

    13.4  Lessee
      shall not be a U.S. Air Carrier for a continuous period of 10 Business Days
      (60
      days if Lessee is diligently attempting to regain its status as a U.S. Air
      Carrier); or

     

    13.5  Lessee
      shall fail to perform or observe any other covenant or agreement to be performed
      or observed by it under this Lease, and, in any such case, such failure shall
      continue unremedied for a period of 30 days after receipt by Lessee of written
      notice thereof by Lessor (180 days after Lessee’s receipt of such notice if (1)
      such covenant or agreement is reasonably curable, (2) such failure to perform
      creates no material risk of sale to or forfeiture of, or loss or damage to,
      the
      Aircraft (unless Lessee or any Permitted Sublessee provides a bond or other
      security adequate in the good faith opinion of Lessor), and (3) Lessee is
      diligently pursuing a cure of such failure); or

     

    13.6  any
      representation or warranty made by Lessee in, or pursuant to this Lease shall
      prove to have been incorrect in any material respect on or as of the time made,
      and such incorrectness shall continue to be material and adverse to the
      interests of Lessor and unremedied for a period of 30 days after receipt by
      Lessee of written notice thereof from Lessor; or

     

    13.7  a
      Bankruptcy Event shall have occurred and be continuing with respect to Lessee;
      or

     

    13.8  any
      lien
      required to be discharged by Lessee pursuant to Section 6 hereof shall
      remain undischarged for a period of 30 days after Lessee’s receipt of notice of
      such failure (90 days after Lessee’s receipt of such notice if (1) such lien is
      reasonably dischargeable, (2) such failure creates no material risk of sale
      or
      forfeiture of, or loss or damage to the Aircraft (unless Lessee provides a
      bond
      or other security adequate in the good faith opinion of Lessor), and (3) Lessee
      is diligently pursuing a cure of such failure);

     

    provided,
      however, that prior to the substantial consummation (as defined in
      Section 1101(2) of the Bankruptcy Code) of Lessee’s Plan of Reorganization,
      Section 13.7 shall be limited to the conversion of the Chapter 11
      Case
      to a Chapter 7 liquidation.

     

    Notwithstanding
      anything to the contrary contained in this Section 13, any failure of
      Lessee to perform or observe any covenant, condition or agreement shall not
      constitute an Event of Default if such failure or error is caused solely by
      reason of an event that constitutes an Event of Loss so long as Lessee is
      continuing to comply with all of the terms of Section 9
      hereof.

     

    Section 14.  Remedies.
      If any
      Event of Default shall occur and be continuing, Lessor may, at its option,
      declare by written notice to Lessee this Lease to be in default (or, in the
      case
      of an Event of Default described in Section 13.7, this Lease shall
      automatically be deemed to be in default without necessity of such written
      declaration or any other action) and thereafter at any time and from time to
      time, exercise any one or more of the following remedies as Lessor in its sole
      discretion shall elect:

     

    14.1  Return
      and Repossession.
      Lessor
      may cause Lessee, upon giving written notice to Lessee, to return promptly,
      and
      Lessee shall return promptly, the Airframe and Engines (including the Aircraft
      Documents) as Lessor may so demand, to Lessor or its order in the manner and
      condition required by, and otherwise in accordance with, all the provisions
      of
      Section 5 as if the Airframe or Engine were being returned at the end
      of
      the Term or Lessor, at its option, may enter upon the premises where the
      Airframe or any Engine, or any Part thereof, are located and peaceably take
      possession of and remove the same by summary proceedings or otherwise, all
      without liability accruing to Lessor for or by reason of such entry or taking
      of
      possession, and during the pendency of the Chapter 11 Case, Lessee
      expressly waives any right it may have to a hearing prior to the repossession
      of
      the Aircraft.

     

    14.2  Sale
      and Use.
      Lessor
      may sell the Airframe and/or any Engine (including the Aircraft Documents)
      at
      public or private sale, at such times and places, and to such Persons, as Lessor
      may determine; or Lessor may otherwise dispose of, hold, use, operate, lease
      to
      others or keep idle the Airframe and/or any Engine, as Lessor may determine
      in
      its sole discretion, without any duty to account to Lessee with respect to
      such
      action or inaction, except to the extent required by applicable Law. Lessor
      shall give Lessee at least 30 days prior written notice of the date
      fixed
      for any public sale of the Airframe and/or any Engine or of the date on or
      after
      which the Lessor will execute any contract providing for any private sale of
      the
      Airframe or any Engine.

     

    14.3  Certain
      Liquidated Damages.
      Whether
      or not Lessor shall have exercised, or shall thereafter at any time exercise,
      any of its rights under Section 14.1 or 14.2 with respect to the Airframe
      and/or any Engine, or any Part thereof, Lessor, by written notice to Lessee
      specifying a payment date (which shall be the Stipulated Loss Value Date next
      occurring not less than ten days after the date of such notice) may demand
      Lessee to pay to Lessor, and Lessee shall pay to Lessor, on the payment date
      so
      specified and in the manner and in funds of the type specified in
      Section 3.5, as liquidated damages for loss of a bargain and not as
      a
      penalty (in lieu of Basic Rent for the Aircraft in respect of all periods
      commencing on or after the date specified for payment in such notice) the
      following amounts:

     

    (a)  all
      accrued and unpaid Basic Rent and Supplemental Rent payable hereunder in respect
      of any period prior to the Stipulated Loss Value Date specified in such notice;
      plus

     

    (b)  whichever
      of the following amounts Lessor, in its sole discretion shall specify in such
      notice: (i) an amount equal to the excess, if any, of the present value,
      computed as of the Stipulated Loss Value Date specified in such notice,
      discounted to such date at a rate per annum equal to the SLV Rate, compounded
      monthly on a bond basis, of all unpaid Basic Rent during the then remaining
      portion of the Term, over the Fair Market Rental Value of the Aircraft for
      the
      remainder of the Term, after discounting such Fair Market Rental Value to its
      then present value (at a rate per annum equal to the SLV Rate, compounded
      monthly on a bond basis) as of the Stipulated Loss Value Date specified in
      such
      notice, or (ii) an amount equal to the excess, if any, of the Stipulated
      Loss Value for the Aircraft, computed as of the Stipulated Loss Value Date
      specified in such notice, over the Fair Market Sales Value of the Aircraft,
      as
      of the Stipulated Loss Value Date specified in such notice minus any Basic
      Rent
      due on or after such Stipulated Loss Value Date and paid to Lessor;
      plus

     

    (c)  interest
      on the amounts specified in the foregoing clause (a) at the Past Due
      Rate
      from and including the date on which any such amount was due to the date of
      payment of such amount.

     

    14.4  Liquidated
      Damages Upon Sale.
      If
      Lessor, pursuant to Section 14.2 or applicable Law, shall have sold
      the
      Airframe and/or any Engine, Lessor, in lieu of exercising its rights under
      Section 14.3 with respect to the Aircraft, Airframe or any Engine, as
      the
      case may be, may, if Lessor shall so elect, upon giving written notice to
      Lessee, demand Lessee to pay Lessor, and Lessee shall pay to Lessor, on the
      date
      of such sale and in the manner and in funds of the type specified in
      Section 3.5, as liquidated damages for loss of a bargain and not as
      a
      penalty (in lieu of the Basic Rent for the Aircraft in respect of all periods
      commencing on or after the date of such sale), the following
      amounts:

     

    (a)  all
      unpaid Basic Rent or Supplemental Rent due at any time prior to the Stipulated
      Loss Value Date on or immediately preceding the date of such sale;
      plus

     

    (b)  an
      amount
      equal to the excess, if any, of (i) the Stipulated Loss Value computed
      as
      of the Stipulated Loss Value Date used in the foregoing clause (a) for
      the
      computation of unpaid Rent, over (ii) the proceeds of such sale, minus
      all
      reasonable costs of Lessor in connection with the sale minus any Basic Rent
      due
      on or after such Stipulated Loss Value Date and paid to Lessor;
      plus

     

    (c)  interest
      on the amounts specified in the foregoing clause (a) at the Past Due
      Rate
      from and including the date on which any such amount was due to the date of
      payment of such amount; plus

     

    (d)  interest
      on the amounts specified in the foregoing clause (b) at the SLV Rate
      from
      and including the Stipulated Loss Value Date used in the foregoing
      clause (a) to the date of payment of such amount.

     

    14.5  Rescission.
      Lessor
      may (i) at its option, rescind or terminate this Lease as to the Aircraft,
      Airframe or any Engine, or any Part thereof, or (ii) exercise any other
      right or remedy that may be available to it under applicable Law or proceed
      by
      appropriate court action to enforce the terms hereof or to recover damages
      for
      breach hereof.

     

    14.6  Other
      Remedies.
      In
      addition to the foregoing remedies (but without duplication of amounts otherwise
      paid under this Section 14), Lessee shall be liable for any and all
      unpaid
      Rent due hereunder before, during or after (except as otherwise provided herein)
      the exercise of any of the foregoing remedies and for all reasonable attorneys’
      fees and other reasonable costs and expenses of Lessor, including, without
      limitation, interest on overdue Rent at the rate as herein provided, incurred
      by
      reason of the occurrence of any Event of Default or the exercise of Lessor’s
      remedies with respect thereto, including all reasonable costs and expenses
      incurred in connection with the return of the Airframe or any Engine, in
      accordance with the terms of Section 5 or in placing the Airframe or
      any
      Engine, in each case in the condition and airworthiness required by
      Section 5.

     

    14.7  Limitations
      Under CRAF.
      Notwithstanding the provisions of Section 14, during any period that
      the
      Aircraft, Airframe or any Engine is subject to CRAF in accordance with the
      provisions of Section 7.2.3 and in the possession of the U.S. Government,
      Lessor shall not, as a result of any Event of Default, exercise its remedies
      hereunder in such manner as to limit Lessee’s control under this Lease (or any
      Permitted Sublessee’s control under any Permitted Sublease) of the Aircraft,
      Airframe or such Engine, unless at least 60 days’ (or such other period as may
      then be applicable under CRAF) written notice of default hereunder shall have
      been given by Lessor by registered or certified mail to Lessee (and any
      Permitted Sublessee) with a copy to the Contracting Officer Representative
      or
      Representatives for the Military Airlift Command of the United States Air Force
      to whom notices must be given under the contract governing Lessee’s (or any
      Permitted Sublessee’s) participation in CRAF with respect to the Aircraft,
      Airframe or any Engine.

     

    14.8  Right
      To Perform For Lessee.
      During
      the continuance of any Event of Default, if Lessee (a) fails to make
      any
      payment of Rent required to be made by it hereunder or (b) fails to
      perform
      or comply with any of its agreements contained herein, Lessor may (but shall
      not
      be obligated to) make such payment or perform or comply with such agreement,
      and
      the amount of such payment and the amount of the expenses of Lessor incurred
      in
      connection with such payment or the performance of or compliance with such
      agreement, as the case may be, together with interest thereon at the Past Due
      Rate, shall be deemed Supplemental Rent, payable by Lessee upon demand by
      Lessor. No such payment, performance or compliance shall be deemed to cure
      any
      Event of Default or otherwise relieve Lessee of its obligations with respect
      thereto unless, but without limiting the applicability of the preceding
      sentence, the nature of such cure makes it impossible for Lessee to render
      performance.

     

    14.9  Remedies
      Cumulative.
      Nothing
      contained in this Lease shall be construed to limit in any way any right, power,
      remedy or privilege of Lessor hereunder or now or hereafter existing at law
      or
      in equity. Each and every right, power, remedy and privilege hereby given to,
      or
      retained by, Lessor in this Lease shall be in addition to and not in limitation
      of every other right, power, remedy and privilege now or hereafter existing
      at
      law or in equity. Each and every right, power, remedy and privilege of Lessor
      under this Lease may be exercised from time to time or simultaneously and as
      often and in such order as may be deemed expedient by Lessor. All such rights,
      powers, remedies and privileges shall be cumulative and not mutually exclusive,
      and the exercise of one shall not be deemed a waiver of the right to exercise
      any other. Notwithstanding the foregoing provisions of this Section 14,
      this Lease shall terminate automatically upon (i) the return or
      repossession of the Aircraft pursuant to Section 15.1.1, (ii) the
      sale
      of the Aircraft pursuant to Section 14.2 and Lessee’s payment of all other
      amounts payable hereunder or (iii) the return or repossession of the
      Aircraft in accordance with the terms hereof and the payment of liquidated
      damages pursuant to Section 14.3.

     

    14.10  Determination
      of Fair Market Rental Value and Fair Market Sales Value.
      For the
      purpose of this Section 14, the “Fair
      Market Rental Value”
      or the
“Fair
      Market Sales Value”
      of the
      Aircraft, Airframe or any Engine, shall be determined on an “as is, where is”
      basis and shall take into account customary brokerage and other out-of-pocket
      fees and expenses which typically would be incurred in connection with a
      re-lease or sale of the Aircraft, Airframe or any Engine. Any such determination
      shall be made by an Appraiser selected by Lessor and the costs and expenses
      associated therewith shall be borne by Lessee, unless Lessor cannot obtain
      possession of the Aircraft, Airframe and Engines pursuant to this
      Section 14, in which case an Appraiser shall not be appointed and Fair
      Market Rental Value and Fair Market Sales Value for purposes of this
      Section 14 shall be zero (in which event, upon payment by Lessee of
      amounts
      payable by it under Section 14.3(b), Lessor shall convey to Lessee title
      to
      the Aircraft as provided in Section 4.4).

     

    Section 15.  Termination
      and Purchase Option.

     

    15.1  Termination
      for failure to confirm Plan.

     

    15.1.1  Notwithstanding
      anything in this Lease, in the event that (x) Lessee is unable to confirm
      a
      Chapter 11 plan of reorganization under the Bankruptcy Code providing
      for
      Lessee to continue to operate as an airline, and Lessee subsequently liquidates
      its assets or (y) the Case is either dismissed or converted to a case
      under
      Chapter 7 of the Bankruptcy Code (any event under clause (x)
      or (y), a
“Termination
      Trigger”),
      Lessee may terminate this Lease and the transactions contemplated hereby
      provided Lessee has given at least three days’ notice to Lessor of an expected
      or actual Termination Trigger (it being agreed for all purposes of this
      Section 15.1 that the filing of any motion or other pleading with the
      Bankruptcy Court (and service thereof on Lessor in accordance with
      Section 21.5) that would result in a Termination Trigger if granted
      or
      approved shall be deemed to be proper and effective notice from Lessee), in
      each
      case with the termination effective as of the date of the occurrence of the
      applicable Termination Trigger (the “Termination
      Date”).
      At
      the time of any termination pursuant to this Section 15.1, the Aircraft
      shall be returned to Lessor in a manner and condition satisfying the
      requirements of Annex B.

     

    15.1.2  In
      the
      event of a termination under Section 15.1.1 above, the claims of Lessor
      with respect to the termination of this Lease shall be limited solely to (i)
      an
      administrative expense claim equal to any unpaid amounts due and owing through
      the date of rejection or termination of this Lease, with appropriate credit
      for
      any amounts paid in advance by Lessee and an administrative expense claim equal
      to the cost of placing the Aircraft into compliance with the return conditions
      required under Section 5, and (ii) an unsecured pre-petition claim for
      all
      other claims that may arise on account of this Lease, including on account
      of
      the rejection or termination thereof.

     

    15.2  Termination
      at Lessor’s Option.
      This
      Lease shall terminate on such Business Day as Lessor shall designate by written
      notice given to Lessee at least ten Business Days prior to such designated
      Business Day if (i) upon return of the Aircraft by Lessee to Lessor it will
      become subject to the JSA, (ii) the JSA has been terminated for any reason
      other
      than the occurrence of a “Termination Event” (as defined in the JSA) or (iii)
      Lessor has a right to terminate the JSA pursuant to Section 7.5(a) of
      the
      JSA.

     

    upon
      such
      termination, the obligation of Lessee to pay Basic Rent shall cease and the
      Term
      for the Aircraft shall end effective as of the date of such
      termination.

     

    15.3  Purchase
      Option.

     

    15.3.1  On
      the
      Expiration Date, if the Term has not ended prior thereto, subject to the terms
      and conditions of this Section 15.3 and so long as no Event of Default
      has
      occurred and is continuing on the date of the Purchase Notice or on the
      Expiration Date (the “Purchase
      Date”),
      Lessee may elect to purchase the Aircraft for the Fair Market Sales
      Value.

     

    15.3.2  Lessee
      shall give Lessor at least 90 days and not more than 270 days prior written
      notice (a “Purchase
      Notice”)
      of
      Lessee’s election to purchase the Aircraft. Any Purchase Notice shall be
      irrevocable.

     

    15.3.3  On
      the
      Purchase Date, upon payment to Lessor in immediately available funds of the
      full
      amount of the Purchase Price and payment of any other amounts then due under
      this Lease, Lessor will transfer to Lessee title to the Aircraft in accordance
      with Section 4.4.

     

    15.3.4  The
      Fair
      Market Sales Value of the Aircraft shall be determined not more than
      90 days and not less than 45 days prior to the applicable Purchase
      Date by mutual agreement of Lessor and Lessee or, if they shall be unable to
      agree, by an appraisal in accordance with Section 15.3.5.

     

    15.3.5  Whenever
      Fair Market Sales Value of the Aircraft is required to be determined by an
      appraisal under this Section 15.3, Lessee and Lessor shall appoint an
      Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon
      a
      satisfactory Appraiser by 60 days prior to the Purchase Date, then each
      shall promptly appoint a separate Appraiser within seven (7) Business Days
      of
      notice from the other party requiring such appointment and such Appraisers
      shall
      jointly determine such amount. If either Lessee or Lessor fails to so appoint
      an
      Appraiser, the determination of the single Appraiser appointed shall be final.
      If two Appraisers are appointed and within seven days after the appointment
      of
      the latter of such two Appraisers, they cannot agree upon such amount, such
      two
      Appraisers shall, within eight days after such latter appointment, appoint
      a
      third Appraiser and such amount shall be determined by such three Appraisers,
      who shall make their separate appraisals within seven days following the
      appointment of the third Appraiser, and any determination so made shall be
      conclusive and binding upon Lessor and Lessee. If no such third Appraiser is
      appointed within such eight-day period, either Lessor or Lessee may apply to
      the
      American Arbitration Association in New York City, New York or the Supreme
      Court
      of the State of New York in the County of New York (commercial part) to make
      such appointment of an Appraiser, and both parties shall be bound by such
      appointment. The foregoing appraisal procedure shall in any event be completed
      no less than 15 days before the Purchase Date. If three Appraisers are appointed
      and the difference between the determination which is farther from the middle
      determination and the middle determination is more than 125% of the difference
      between the middle determination and the third determination, then such farther
      determination shall be excluded, the remaining two determinations shall be
      averaged and such average shall be final and binding upon Lessor and Lessee.
      Otherwise, the average of all three determinations shall be final and binding
      upon Lessor and Lessee. The fees and expenses of all such Appraisers and such
      appraisal procedure shall be borne equally by Lessee and Lessor.

     

    Section 16.  Lessee’s
      Obligations; No Set Off, Counterclaim, Etc.;
      Disclaimers.

     

    16.1  Lessee’s
      Obligations; No Set Off, Counterclaim, Etc.
      Lessee’s
      obligation to pay Rent hereunder shall be absolute and unconditional, and shall
      not be affected by any event or circumstance, including, without limitation:
      (i) any setoff, counterclaim, recoupment, defense or other right that
      Lessee may have against Lessor or any other Person for any reason whatsoever;
      (ii) any defect in the title, airworthiness, condition, design, operation
      or fitness for use of, or any damage to or loss or destruction of, the Aircraft,
      Airframe or any Engine, or any interruption or cessation in, or any prohibition,
      limitation or restriction of, the use or possession thereof by Lessee for any
      reason whatsoever; (iii) any insolvency, bankruptcy, reorganization
      or
      similar proceedings by or against Lessee or any other Person; or (iv) any
      breach, default or misrepresentation by Lessor under this Lease, (v) any
      invalidity or unenforceability, in whole or in part, of this Lease, or any
      other
      infirmity herein or therein, or any lack of power or authority of either party
      to this Lease to enter into the same, (vi) the existence any Lien or
      rights
      of others whatsoever with respect to the Aircraft, the Airframe or any Engine
      or
      any portion thereof, or (vii) any other circumstance, happening or event
      whatsoever, whether or not similar to any of the foregoing, it being the
      intention of the parties hereto that the obligations of Lessee shall be
      independent covenants and agreements and shall continue unaffected unless until
      such covenants and agreements have been terminated pursuant to an express
      provision of this Lease. Lessee hereby waives, to the extent permitted by
      applicable Law, any and all rights that it may now have or that at any time
      hereafter may be conferred upon it, by statute or otherwise, to terminate,
      cancel, quit or surrender this Lease, or to any abatement, suspension,
      deferment, return or reduction of Rent, except in accordance with the express
      terms hereof.

     

    Nothing
      set forth in this Section 16 shall be construed to prohibit Lessee from
      separately pursuing any claim for damages that it may have from time to time
      against Lessor or any other Person with respect to any matter.

     

    16.2  Certain
      Lessee Covenants.

     

    16.2.1  Lessee
      shall duly execute, acknowledge and deliver, or shall cause to be executed,
      acknowledged and delivered, all such further agreements, instruments,
      certificates or documents, and shall do and cause to be done such further acts
      and things, in any case, as Lessor shall reasonably request for accomplishing
      the purposes of this Lease, provided that any instrument or other document
      so
      executed by Lessee will not expand any obligations or limit any rights of Lessee
      in respect of the transactions contemplated by this Lease.

     

    16.2.2  Subject
      to the Lessor being a Citizen of the United States, Lessee shall promptly take
      such action with respect to the recording, filing, re-recording and refiling
      of
      the Lease and any supplements, as shall be necessary to establish and protect
      the interests and rights of Lessor in and to the Aircraft and under the Lease.
      Lessee shall furnish to Lessor such information (other than with respect to
      the
      citizenship of Lessor) in Lessee’s possession or otherwise reasonably available
      to Lessee as may be required to enable Lessor to make application for
      registration of the Aircraft under the Act (subject to Lessee’s rights under
      Section 7.1.2 hereof).

     

    16.2.3  Lessee,
      at its sole cost and expense, will cause the Financing Statements (and any
      amendments thereto necessitated by any combination, consolidation or merger
      pursuant to Section 12.2 of the Lease, or any relocation described in
      Section 16.2.4) to be duly and timely filed under the UCC.

     

    16.2.4  Lessee
      will give Lessor timely written notice (but in any event within 30 days prior
      to
      the expiration of the period of time specified under applicable Law to prevent
      lapse of perfection if the Lease were a security interest) of any change in
      its
“location” (as such term is defined in Article 9 of the UCC in the
      applicable jurisdiction) and will promptly take any action required by
      Section 16.2.3 as a result of such change in location.

     

    Section 17.  Investment
      of Security Funds.

     

    17.1  Investment
      of Security Funds.
      Any
      monies paid to or retained by Lessor that are required to be paid to Lessee
      or
      applied for the benefit or at the direction of Lessee, but which Lessor is
      entitled to hold under the terms hereof pending the occurrence of some event
      or
      the performance of some act (including, without limitation, the remedying of
      a
      Payment Default, Bankruptcy Default or Event of Default), shall, until paid
      to
      Lessee or applied as provided herein, be invested by Lessor at the written
      authorization and direction of Lessee from time to time at the sole expense
      and
      risk of the Lessee in Permitted Investments. Such authorization and direction
      of
      Lessee shall specify the particular investment to be made and shall certify
      that
      such investment constitutes a Permitted Investment. All Permitted Investments
      held by Lessor pursuant to this Section 17.1 shall either be registered
      in
      the name of, payable to the order of, or specially endorsed to, Lessor or (b)
      held in an Eligible Account. There shall be promptly remitted to Lessee any
      income or gain (including interest received) realized as the result of any
      such
      investment (net of any fees, commissions and other expenses, if any, incurred
      in
      connection with such investment) unless a Payment Default, Bankruptcy Default
      or
      Event of Default shall have occurred and be continuing. If a Payment Default,
      Bankruptcy Default or Event of Default shall have occurred and be continuing,
      Lessor shall hold any such income or gain as security for the obligations of
      Lessee hereunder and apply it against such obligations as and when due, and
      at
      such time as there shall not be continuing any such Payment Default, Bankruptcy
      Default or Event of Default, such amount, to the extent not previously so
      applied against Lessee’s obligations, shall be paid to Lessee.

     

    17.2  Liability
      for Losses.
      Lessor
      shall not be liable for any loss relating to an investment made in accordance
      with this Section 17. Lessee will promptly pay to Lessor, on demand,
      the
      amount of any loss for which Lessor is not liable incurred as the result of
      any
      such investment (together with any fees, commissions and other expenses, if
      any,
      incurred in connection with such investment).

     

    Section 18.  Indemnification
      and Expenses.

     

    18.1  General
      Indemnity.

     

    18.1.1  Indemnity.
      The
      Lessee shall indemnify, protect, defend and hold harmless each Indemnitee from,
      against and in respect of, and shall pay on an After-tax Basis, any and all
      Expenses of any kind or nature whatsoever that may be imposed on, incurred
      by or
      asserted against any Indemnitee, relating to, resulting from, or arising out
      of
      or in connection with, any one or more of the following:

     

    (a)  This
      Lease, the transactions contemplated hereby, and the enforcement of any of
      the
      terms hereof;

     

    (b)  (aa)
      The
      manufacture, design, acceptance, non-acceptance or rejection, registration,
      re-registration, deregistration, delivery, non-delivery, lease, sublease,
      assignment, possession, use or non-use, operation, maintenance, testing, repair,
      overhaul, condition, alteration, modification, addition, improvement, storage,
      airworthiness, replacement, repair, sale, substitution, return, abandonment,
      redelivery or other disposition of the Aircraft, either Engine or any Part,
      (bb)
      any claim or penalty arising out of violations of applicable Laws by the Lessee
      (or any Permitted Sublessee), (cc) tort liability, whether or not arising out
      of
      the negligence of any Indemnitee (whether active, passive or imputed), (dd)
      death or property damage of passengers, shippers or others and (ee)
      environmental control, noise or pollution; and

     

    (c)  Any
      breach of or failure to perform or observe, or any other noncompliance with,
      any
      covenant or agreement or other obligation to be performed by the Lessee under
      this Lease, or the falsity of any representation or warranty of the Lessee
      in
      this Lease.

     

    18.1.2  Exceptions.
      Notwithstanding anything contained in Section 18.1.1, the Lessee shall
      not
      be required to indemnify, protect, defend and hold harmless any Indemnitee
      pursuant to Section 18.1.1 in respect of any Expense:

     

    (a)  For
      any
      Taxes, provided however, this Section 18.1.2(a) shall not apply to any
      Taxes taken into account in making any payment on a net after-tax
      basis;

     

    (b)  Except
      to
      the extent attributable to acts or events occurring prior thereto, acts or
      events (other than acts or events related to the performance or failure to
      perform by the Lessee of its obligations pursuant to the terms of this Lease)
      that occur after (I) the return of possession of the Aircraft to Lessor
      or
      its Designee pursuant to and in compliance with the terms hereof or
      (II) the termination of the Term in accordance with Section 9
      or 15.3
      hereof;

     

    (c)  To
      the
      extent attributable to a disposition (whether voluntary or involuntary) by
      Lessor of all or any part of its interest in the Airframe or any Engine unless
      requested by Lessee or as a result of an Event of Default;

     

    (d)  To
      the
      extent attributable to the gross negligence or willful misconduct of such
      Indemnitee or any Related Indemnitee (as defined below) (other than gross
      negligence or willful misconduct imputed to any such person by reason of its
      interest in the Aircraft or this Lease);

     

    (e)  To
      the
      extent attributable to the incorrectness or breach of any representation or
      warranty of such Indemnitee or any Related Indemnitee contained in or made
      pursuant to this Lease (except to the extent caused by a breach by the Lessee
      of
      any representation, warranty or covenant under this Lease);

     

    (f)  To
      the
      extent attributable to the failure by such Indemnitee or any Related Indemnitee
      to perform or observe any agreement, covenant or condition on its part to be
      performed or observed in this Lease (except to the extent caused by a breach
      by
      the Lessee of any representation, warranty or covenant under this
      Lease);

     

    (g)  To
      the
      extent attributable to the offer or sale by such Indemnitee or any Related
      Indemnitee of any interest in the Aircraft in violation of applicable federal,
      state or foreign securities Laws (other than any violation thereof caused by
      the
      acts or omissions of the Lessee);

     

    (h)  Other
      than during the continuation of an Event of Default, to the extent attributable
      to the authorization or giving or withholding of any future amendments,
      supplements, waivers or consents with respect to this Lease other than such
      as
      have been requested by the Lessee or as are required by or made pursuant to
      the
      terms hereof;

     

    (i)  To
      the
      extent attributable to any amount which any Indemnitee expressly agrees in
      writing to pay or such Indemnitee expressly agrees in writing shall not be
      paid
      by or be reimbursed by the Lessee or an expense that is to be borne by any
      Indemnitee pursuant to this Lease;

     

    (j)  To
      the
      extent that it is an ordinary and usual operating or overhead
      expense;

     

    (k)  If
      another provision of this Lease specifies the extent of the Lessee’s
      responsibility or obligation with respect to such Expense, to the extent arising
      from a cause other than failure of the Lessee to comply with such specified
      responsibility or obligation;

     

    (l)  To
      the
      extent incurred by or asserted against an Indemnitee or any Related Indemnitee
      as a result of any “prohibited transaction”, within the meaning of
      Section 406 of ERISA or Section 4975(c)(1) of the Code;
      and

     

    (m)  To
      the
      extent attributable to a Lessor Lien.

     

    For
      purposes of this Section 18.1, a Person shall be considered a “Related
      Indemnitee”
      with
      respect to an Indemnitee if such Person is an Affiliate or employer of such
      Indemnitee, a director, officer, employee, agent, or servant of such Indemnitee
      or any such Affiliate or a successor or permitted assignee of any of the
      foregoing, and, with respect to any Lender who is an Indemnitee, the Security
      Trustee to the extent acting pursuant to such Lender’s instructions shall be
      considered a Related Indemnitee; provided, however, that the Security Trustee
      in
      its individual capacity is not a Related Indemnitee of the Lessor, the Lender
      or
      the Security Trustee.

     

    18.1.3  Separate
      Agreement.
      This
      Lease constitutes a separate agreement with respect to each Indemnitee and
      is
      enforceable directly by each such Indemnitee.

     

    18.1.4  Notice.
      If a
      claim for any Expense that an Indemnitee shall be indemnified against under
      this
      Section 18.1 is made, such Indemnitee shall give prompt written notice
      thereof to the Lessee. Notwithstanding the foregoing, the failure of any
      Indemnitee to notify the Lessee as provided in this Section 18.1 shall
      not
      release the Lessee from any of its obligations to indemnify such Indemnitee
      hereunder, except to the extent that such failure results in an additional
      Expense to the Lessee (in which event the Lessee shall not be responsible for
      such additional Expense) or impairs the Lessee’s ability to contest such claim
      (including by adversely affecting any defense or counterclaim).

     

    18.1.5  Notice
      of Proceedings; Defense of Claims; Limitations.
      

     

    (a)  In
      case
      any action, suit or proceeding shall be brought against any Indemnitee for
      which
      the Lessee is responsible under this Section 18.1, such Indemnitee shall
      notify the Lessee of the commencement thereof and the Lessee may, at its
      expense, participate in and to the extent that it shall wish (subject to the
      provisions of the following paragraph), assume and control the defense thereof
      and, subject to Section 18.1.5(c), settle or compromise the
      same.

     

    (b)  the
      Lessee or its insurer(s) shall have the right, at its or their expense, to
      investigate or, if the Lessee or its insurer(s) shall agree in writing not
      to
      dispute liability to the Indemnitee giving notice of such action, suit or
      proceeding under this Section 18.1 for indemnification hereunder or
      under
      any insurance policies pursuant to which coverage is sought, control the defense
      of, any action, suit or proceeding, relating to any Expense for which
      indemnification is sought pursuant to this Section 18.1, and each
      Indemnitee shall cooperate with the Lessee or its insurer(s) with respect
      thereto; provided that the Lessee shall reimburse each Indemnitee for all
      reasonable Expenses incurred in connection with such cooperation, provided,
      further, that the Lessee shall not be entitled to control the defense of any
      such action, suit, proceeding or compromise any such Expense (i) during the
      continuance of any Event of Default (except during the Section 1110
      Period)
      or (ii) if such proceedings would entail a material risk of the sale, forfeiture
      or loss of the Aircraft (unless the Lessee posts a bond or other security
      reasonably satisfactory to the relevant Indemnitee in respect of such risk)
      or
      an actual risk of a finding of criminal liability or a material risk of material
      civil liability against such Indemnitee. In connection with any such action,
      suit or proceeding being controlled by the Lessee or its insurers, such
      Indemnitee shall have the right to participate therein, at its sole cost and
      expense, with counsel reasonably satisfactory to the Lessee; provided, that
      such
      Indemnitee’s participation does not, in the reasonable opinion of the
      independent counsel appointed by the Lessee or its insurers to conduct such
      proceedings, interfere with the defense of such case.

     

    (c)  In
      no
      event shall any Indemnitee enter into a settlement or other compromise with
      respect to any Expense without the prior written consent of the Lessee, which
      consent shall not be unreasonably withheld or delayed, unless such Indemnitee
      waives its right to be indemnified with respect to such Expense under this
      Section 18.1.

     

    (d)  In
      the
      case of any Expense indemnified by the Lessee hereunder which is covered by
      a
      policy of insurance maintained by the Lessee pursuant to the Lease, at the
      Lessee’s expense, each Indemnitee agrees to cooperate with the insurers in the
      exercise of their rights to investigate, defend or compromise such Expense
      as
      may be required to retain the benefits of such insurance with respect to such
      Expense.

     

    (e)  If
      an
      Indemnitee is not a party to this Lease, the Lessee may require such Indemnitee
      to agree in writing to the terms of this Section 18.1 prior to making
      any
      payment to such Indemnitee under this Section 18.1.

     

    18.1.6  Information.
      The
      Lessee will provide the relevant Indemnitee with such information not within
      the
      control of such Indemnitee, as is in the Lessee’s control or is reasonably
      available to the Lessee, which such Indemnitee may reasonably request and will
      otherwise cooperate with such Indemnitee so as to enable such Indemnitee to
      fulfill its obligations under Section 18.1. The Indemnitee shall supply
      the
      Lessee with such information not within the control of the Lessee, as is in
      such
      Indemnitee’s control or is reasonably available to such Indemnitee, which the
      Lessee may reasonably request to control or participate in any proceeding to
      the
      extent permitted by Section 18.1.

     

    18.1.7  Effect
      of Other Indemnities; Subrogation; Further Assurances.
      Upon
      the payment in full by the Lessee of any indemnity provided for under this
      Lease, the Lessee, without any further action and to the full extent permitted
      by Law, will be subrogated to all rights and remedies of the person indemnified
      (other than with respect to any of such Indemnitee’s insurance policies) in
      respect of the matter as to which such indemnity was paid. Each Indemnitee
      will
      give such further assurances or agreements and cooperate with the Lessee to
      permit the Lessee to pursue such claims, if any, to the extent reasonably
      requested by the Lessee and at the Lessee’s expense.

     

    18.1.8  Primary
      Obligor.
      The
      Lessee’s obligations under this Section 18 shall be those of a primary
      obligor whether or not the Person indemnified shall also be indemnified with
      respect to the same matter under the terms of any other document or instrument,
      and the Person seeking indemnification from the Lessee pursuant to any provision
      of this Lease may proceed directly against the Lessee without first seeking
      to
      enforce any other right of indemnification.

     

    18.1.9  Waiver
      of Certain Claims.
      The
      Lessee hereby waives and releases any Expense now or hereafter existing against
      any Indemnitee arising out of death or personal injury to personnel of the
      Lessee, loss or damage to property of the Lessee, or the loss of use of any
      property of the Lessee, which results from or arises out of the condition,
      use
      or operation of the Aircraft, including, without limitation, any latent or
      patent defect whether or not discoverable.

     

    18.1.10  Refunds.
      If an
      Indemnitee receives any refund, in whole or in part, with respect to any Expense
      paid by the Lessee hereunder, such Indemnitee will promptly pay the amount
      refunded (but not an amount in excess of the amount the Lessee or any of its
      insurers has paid in respect of such Expense) over to the Lessee unless an
      Event
      of Default, Payment Default, or, Bankruptcy Default shall have occurred and
      be
      continuing, in which case such amounts shall be paid over to Lessor to hold
      as
      security for the Lessee’s obligations under this Lease or, if requested by the
      Lessee, applied to satisfy such obligations.

     

    18.2  General
      Tax Indemnity.
      The
      terms
      of the general tax indemnity are in Annex F, the provisions of which are
      incorporated herein by reference.

     

    18.3  Survival
      of Certain Obligations.
      The
      Lessee hereby agrees and confirms that the Lessee’s obligations contained in
      this Section 18 shall survive termination of this Lease.

     

    Section 19.  Confidentiality.
      Lessee
      and
      Lessor shall keep Schedules 1, 2 and 3 and Annexes B, C, D, E and F to this
      Lease confidential and shall not disclose, or cause to be disclosed, the same
      to
      any Person, except (A) to any Lender or the Security Trustee or any prospective
      and permitted transferees of Lessee’s or Lessor’s interest or their respective
      counsel or special counsel, independent insurance brokers, auditors, or other
      agents who agree to hold such information confidential, (B) to Lessee’s or
      Lessor’s counsel or special counsel, independent insurance brokers, auditors, or
      other agents, Affiliates or investors who agree to hold such information
      confidential, (C) upon the demand of any Government Entity having jurisdiction
      over such party, or in response to any order of any court or other Government
      Entity or as may otherwise be required pursuant to any requirement of Law,
      after
      providing the other parties with prompt notice of such request, demand, order
      or
      other requirement so that such parties may seek an appropriate protective order
      and after making reasonable efforts to resist disclosure, (D) in connection
      with
      the exercise of any remedy under this Lease, (E) if required by the terms of
      this Lease, (F) as requested or required by any state, federal or foreign
      authority or examiner regulating banks or banking or (G) if the party providing
      such confidential information gives its prior written consent; provided, that
      any and all disclosures permitted by clauses (C), (D), (E) or (F) above shall
      be
      made only to the extent necessary to meet the specific requirements or needs
      of
      the Persons making such disclosures.

     

    Section 20.  Change
      of Citizenship.

     

    20.1  Generally.
      Without
      prejudice to the representations, warranties or covenants regarding the status
      of any party hereto as a Citizen of the United States:

     

    20.1.1  Lessor
      agrees that, in the event its status is to change or has changed as a Citizen
      of
      the United States, or it makes public disclosure of circumstances as a result
      of
      which it believes that such status is likely to change, it will notify Lessee
      of
      (i) such change in status promptly after obtaining Actual Knowledge
      thereof
      or (ii) such belief as soon as practicable after such public disclosure but
      in
      any event within ten Business Days after such public disclosure;
      and

     

    20.1.2  Lessor
      agrees that (i) it shall be liable to Lessee for any damages suffered by Lessee
      as the result of its representation and warranty in Section 5.06(b)
      of the
      Global Aircraft Transaction Agreement proving to be untrue as of the Delivery
      Date and (ii) it shall be liable to Lessee and any Permitted Sublessee for
      any
      damages which may be incurred by Lessee or such Permitted Sublessee as a result
      of its failure to comply with its obligations pursuant to this
      Section 20.

     

    20.2  Citizen.
      Lessor
      agrees, solely for the benefit of Lessee that if, during such time as the
      Aircraft is registered in the United States, (a) it shall not be a Citizen
      of the United States and (b) the Aircraft shall be, or would therefore
      become, ineligible for registration in the name of Lessor under the Federal
      Aviation Code and regulations then applicable thereunder (without giving
      consideration to Section 47.9 of the FAA Regulations or any other provision
      that may restrict Lessee’s use or operation of the Aircraft), then Lessor shall
      as soon as is reasonably practicable, but in any event within 30 days after
      obtaining Actual Knowledge of such ineligibility and of such loss of
      citizenship, (x) effect voting trust or other similar arrangements or take
      any
      other action as may be necessary to prevent any deregistration or maintain
      the
      United States registration of the Aircraft or (y) transfer all its right,
      title and interest in and to this Lease and the Aircraft in accordance with
      Section 12.1 hereof.

     

    Section 21.  Miscellaneous.

     

    21.1  Amendments.
      No
      provision of this Lease may be amended, supplemented, waived, modified,
      discharged, terminated or otherwise varied orally, but only by an instrument
      in
      writing that specifically identifies the provision of this Lease that it
      purports to amend, supplement, waive, modify, discharge, terminate or otherwise
      vary and is signed by Lessor and Lessee. Each such amendment, supplement,
      waiver, modification, discharge, termination or variance shall be effective
      only
      in the specific instance and for the specific purpose for which it is given.
      No
      provision of this Lease shall be varied or contradicted by oral communication,
      course of dealing or performance or other manner not set forth in an agreement,
      document or instrument in writing and signed by Lessor and Lessee.

     

    21.2  Severability.
      If any
      provision hereof shall be held invalid, illegal or unenforceable in any respect
      in any jurisdiction, then, to the extent permitted by Law (a) all other
      provisions hereof shall remain in full force and effect in such jurisdiction
      and
      (b) such invalidity, illegality or unenforceability shall not affect
      the
      validity, legality or enforceability of such provision in any other
      jurisdiction. If, however, any Law pursuant to which such provisions are held
      invalid, illegal or unenforceable may be waived, such Law is hereby waived
      by
      the parties hereto to the full extent permitted, to the end that this Lease
      shall be deemed to be a valid and binding agreement in all respects, enforceable
      in accordance with its terms.

     

    21.3  Operational
      Provisions.
      Anything in this Lease to the contrary notwithstanding, upon termination of
      this
      Lease or the Term and compliance by Lessee with its other obligations hereunder
      (including, without limitation, those included in Section 5), Lessee
      shall
      have no further liability, responsibility or obligation in respect of the
      operation, maintenance or repair of the Aircraft.

     

    21.4  Counterparts.
      This
      Lease and any amendments, waivers, consents or supplements hereto may be
      executed in any number of counterparts (or upon separate signature pages bound
      together into one or more counterparts), each of which when so executed shall
      be
      deemed to be an original, and all of which counterparts, taken together, shall
      constitute one and the same instrument.

     

    21.5  Notices.
      Any
      notice or communication of any kind in respect of this Lease shall be deemed
      to
      have been received:

     

    21.5.1  if
      made
      by letter, when delivered to the addressee;

     

    21.5.2  if
      made
      by fax, upon receipt by the sender of transmission confirmation; or

     

    21.5.3  if
      sent
      by overnight delivery service, courier or in person (and a signed acknowledgment
      of receipt is obtained), when delivered.

     

    Any
      such
      notice or communication to a party hereto shall be made in English, in writing,
      by registered mail, fax, overnight delivery service, courier or in person,
      as
      permitted under applicable Laws, and shall be given to the respective address
      or
      facsimile number set forth for such party in Schedule 4 hereto, or to
      such
      other address or number as such party may hereafter specify by notice to the
      other party hereto.

     

    21.6  Representations
      and Warranties of Lessee.
      Lessee
      represents and warrants to Lessor that:

     

    (a)  Corporate
      Organization and Qualification.
      Lessee
      is duly organized, validly existing and in good standing as a corporation under
      the laws of the State of Delaware and, pursuant to Sections 1107 and
      1108
      of the Bankruptcy Code and the orders of the Bankruptcy Court, has all requisite
      power and authority to enter into and perform its obligations under this
      Lease.

     

    (b)  Authorization;
      Valid and Binding.
      The
      execution, delivery and performance by Lessee of the Lease and the consummation
      by Lessee of the transactions contemplated hereby are within the corporate
      powers of Lessee and have been duly authorized by all necessary corporate and,
      if required, stockholder action of Lessee. This Lease has been duly authorized,
      executed and delivered by Lessee and constitutes the legal, valid and binding
      obligation of Lessee, enforceable in accordance with its terms.

     

    (c)  Consents;
      No Conflicts.
      The
      execution, delivery and performance by Lessee of this Lease (i) does not require
      any consent or approval of, registration or filing with, or any other action
      by,
      any Governmental Authority, except such as have been obtained or made and are
      in
      full force and effect and except (A) where failure to obtain such consent,
      approval, registration, filing or other action has not had a material adverse
      effect with respect to Lessee, (B) any normal periodic and other reporting
      requirements under the Act and the regulations promulgated thereunder and the
      applicable rules and regulations of the FAA, in each case to the extent required
      to be given or obtained only after the date
      hereof,
      and (C)
      the filing with the FAA of the FAA
      bill
      of sale conveying the Aircraft from Lessee to Lessor, the application for
      registration for the Aircraft in the name of Lessor, this Lease and Lease
      Supplement No. 1 (collectively, the “FAA
      Filed Documents”)
      and
      the filing UCC financing statements (and continuation statements with respect
      thereto) pursuant to the UCC relating to this Lease, (ii) does not violate
      any
      applicable Law or the charter, bylaws or other organizational documents of
      Lessee, (iii) will not violate or result in a default under any Postpetition
      agreement or Postpetition loan agreement or any other Postpetition indebtedness
      agreement or instrument of indebtedness binding upon Lessee or its assets except
      where such default or violation has not had a material adverse effect with
      respect to Lessee and (iv) does not and will not result in the creation or
      imposition of any Lien on any assets or properties of Lessee.

     

    (d)  U.S.
      Air Carrier.
      Lessee
      is a U.S. Air Carrier.

     

    21.7  Representations
      and Warranties of Lessor.
      Lessor
      represents and warrants to Lessee that: 

     

    (a)  Corporate
      Organization.
      Lessor
      is duly organized and validly existing as a corporation under the laws of the
      State of Indiana.

     

    (b)  Authorization;
      Valid and Binding.
      The
      execution, delivery and performance by Lessor of this Lease and the consummation
      by Lessor of the transactions contemplated hereby are within Lessor’s corporate
      powers and have been duly authorized by all necessary corporate action of
      Lessor. This Lease has been duly authorized, executed and delivered by Lessor
      and constitutes the legal, valid and binding obligation of Lessor, enforceable
      in accordance with its terms.

     

    (c)  Consents;
      No Conflicts.
      The
      execution, delivery and performance by Lessor of this Lease (i)
      does
      not require any consent or approval of, registration or filing with, or any
      other action by, any Governmental Authority, except such as have been obtained
      or made and are in full force and effect and except (A) where failure to obtain
      such consent, approval, registration, filing or other action has not had a
      material adverse effect with respect to Lessor, (B) any normal periodic and
      other reporting requirements under the Act and the regulations promulgated
      thereunder and the applicable rules and regulations of the FAA, in each case
      to
      the extent required to be given or obtained only after the date
      hereof
      and (C)
      the filing with the FAA of the FAA Filed Documents and the filing of UCC
      financing statements (and continuation statements with respect thereto) pursuant
      to the UCC relating to this Lease, and (ii) will not violate any applicable
      Law
      or the charter, bylaws or other organizational documents of Lessor.


     

    (d)  Lessor
      is
      a Citizen of the United States.

     

    Section 22.  Governing
      Law; Submission to Jurisdiction; Waivers.
      To the
      extent not governed by the Bankruptcy Code, this Lease shall be governed by,
      and
      interpreted in accordance with, the Laws of the State of New York without
      reference to its conflict of laws rules other than Section 5-1401 and
      5-1402 of the New York General Obligations Law. The parties hereto agree that
      (a) prior to the substantial consummation (as defined in
      Section 1101(2) of the Bankruptcy Code) of Lessee’s Plan of Reorganization
      (“Substantial Consummation”), the appropriate and exclusive forum for any
      disputes arising out of this Lease shall be the Bankruptcy Court, or if such
      court will not hear any such suit, the Courts of the State of New York sitting
      in the City of New York, the courts of the United States of America for the
      Southern District of New York, and appellate courts from any thereof and the
      parties hereto irrevocably consent to the exclusive jurisdiction of such courts,
      and agree to comply with all requirements necessary to give such courts
      jurisdiction, and (b) upon Substantial Consummation, the appropriate
      and
      exclusive forum for any disputes arising out of this Lease shall be the Courts
      of the State of New York sitting in the City of New York, the courts of the
      United States of America for the Southern District of New York, and appellate
      courts from any thereof and parties hereto irrevocably consent to the exclusive
      jurisdiction of such courts, and agree to comply with all requirements necessary
      to give such courts jurisdiction. The parties hereto hereby irrevocably and
      unconditionally (1) agree that any suit, action or proceeding with respect
      to
      this Lease or the transactions contemplated hereby may be brought only in the
      above specified courts and waives any objection that it may now or hereafter
      have to the jurisdiction or venue of any such action or proceeding in any such
      court or that such action or proceeding was brought in an inconvenient court
      and
      agree not to plead or claim the same by way of motion as a defense or otherwise,
      (2) agree that nothing herein shall affect the right to effect service of
      process in any manner permitted by law; and (3) waive, to the maximum extent
      not
      prohibited by law, any right it may have to claim or recover in any legal action
      or proceeding with respect to this Lease or the transactions contemplated hereby
      any special, exemplary, punitive or consequential damages.

     

    Section 23.  WAIVERS
      OF JURY TRIAL.
      THE
      PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
      ANY
      LEGAL ACTION OR PROCEEDING RELATING TO THIS LEASE OR THE TRANSACTIONS
      CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM THEREIN.

     

    Section 24.  Complete
      Agreement.
      Except
      for the Global Aircraft Transaction Agreement , this Lease contains the entire
      agreement among the parties hereto with respect to the subject matter hereof
      and
      supersedes all prior written or oral communications or agreements with respect
      thereto.

     

    *
      *
      *

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Lease to be duly executed by their respective
      duly authorized officers as of the date first above written.

     

    
      	 	
              REPUBLIC
                AIRLINE INC.

               

               

               

               

               

              By: 

               

              Name:

               

              Title:

               

            
	 	
              US
                AIRWAYS, INC.

               

               

               

               

               

              By: 

               

              Name:

               

              Title:

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Receipt
      of the original counterpart of the foregoing Lease is hereby acknowledged on
      this ___ day of _______________________.

     

    


    
      	 	
              WILMINGTON
                TRUST COMPANY,
                

               

              as
                Security Trustee

               

               

               

               

               

              By: 

               

              Name:

               

              Title:

               

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT I

     

    [FORM
      OF LEASE SUPPLEMENT]

     

    TO
      THE
      EXTENT, IF ANY, THAT THIS LEASE SUPPLEMENT CONSTITUTES CHATTEL PAPER (AS SUCH
      TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE
      JURISDICTION), NO SECURITY INTEREST IN THIS LEASE SUPPLEMENT MAY BE
      PERFECTED THROUGH THE POSSESSION OF ANY COUNTERPART HEREOF OTHER THAN THE
      ORIGINAL COUNTERPART. THE COUNTERPART TO BE DEEMED THE ORIGINAL COUNTERPART
      SHALL BE THE COUNTERPART THAT CONTAINS THE RECEIPT THEREFOR EXECUTED BY THE
      SECURITY TRUSTEE.

     

    LEASE
      SUPPLEMENT NO. [ ]

     

    THIS
      LEASE SUPPLEMENT NO. [ ] dated [ ], [ ] (this “Lease
      Supplement”)
      is
      between REPUBLIC
      AIRLINE INC., an
      Indiana corporation, as lessor (“Lessor”)
      and
US
      AIRWAYS, INC.,
      a
      Delaware corporation, as lessee (“Lessee”);

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      Lessor
      and Lessee have heretofore entered into that certain Lease Agreement dated
      as of
      [Date], 2005 relating to Embraer ERJ170-100SU Aircraft (herein called the
“Lease”;
      capitalized terms used herein and not otherwise defined herein shall have the
      meanings set forth in the Lease); and

     

    WHEREAS,
      the
      Lease provides for the execution and delivery of a Lease Supplement, for the
      purpose of leasing the Aircraft under the Lease as and when delivered by Lessor
      to Lessee in accordance with the terms thereof.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and other good and sufficient consideration,
      Lessor and Lessee hereby agree as follows:

     

    
      	 	
              1.

            	
              Lessor
                hereby delivers and leases to Lessee under the Lease, and Lessee
                hereby
                accepts and leases from Lessor under the Lease, the following described
                aircraft (the “Aircraft”),
                which as of the date hereof consists of the following
                components:

            


    

     

    
      	 	
              (i)

            	
              one (1)
                Embraer ERJ170-100SU airframe bearing manufacturer’s serial number
                ____________ and FAA registration mark N______MD;
                and

            


    

     

    
      	 	
              (ii)

            	
              two (2)
                General Electric model CF34-8E5 engines (each of which has 750 or
                higher
                rated takeoff horsepower or its equivalent) bearing manufacturer’s serial
                numbers GE-______ and GE-______,
                respectively.

            


    

     

    
      	 	
              2.

            	
              The
                parties confirm that the Delivery Date for the Aircraft is
                ________________.

            


    

     

    
      	 	
              3.

            	
              All
                of the terms and provisions of the Lease are hereby incorporated
                by
                reference in this Lease Supplement to the same extent as if fully
                set
                forth herein.

            


    

     

    
      	 	
              4.

            	
              This
                Lease Supplement may be executed by the parties hereto in separate
                counterparts, each of which when so executed and delivered shall
                be an
                original, but all such counterparts shall together constitute but
                one and
                the same instrument.

            


    

     

    
      	 	
              5.

            	
              This
                Lease Supplement is being delivered in the State of New York and
                shall be
                governed by, and construed in accordance with, the laws of the State
                of
                New York, United States of America, without reference to principles
                of
                conflicts of law other than Sections 5-1401 and 5-1402 of
                the New
                York General Obligations Law.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    N
      WITNESS WHEREOF,
      Lessor
      and Lessee have caused this Lease Supplement No. ___ to be duly executed
      by
      their respective officers hereunto duly authorized, as of the date and year
      first above written.

     

    
      	 	
              REPUBLIC
                AIRLINE INC.,
                as Lessor

               

               

               

               

               

              By: 

               

              Name:

               

              Title:

               

            
	 	
              US
                AIRWAYS, INC.,
                as Lessee

               

               

               

               

               

              By: 

               

              Name:

               

              Title:

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Receipt
      of the original counterpart of the foregoing Lease Supplement No. ___
      is
      hereby acknowledged on this ___ day of _______________________.

     

    


    
      	 	
              WILMINGTON
                TRUST COMPANY,
                

               

              as
                Security Trustee

               

               

               

               

               

              By: 

               

              Name:

               

              Title:

               

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE 1

     

    Basic
      Rent: $[___] per month

     

    Expiration
      Date: the 15th
      anniversary of the Delivery Date

     

    SLV
      Rate:
      [___] per annum

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE 2

     

    
      	
              Stipulated
                Loss Value Date

               

            	
              Stipulated
                Loss Value

               

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE 3

     

    Minimum
      Liability Insurance Amount: means $[____] per occurrence.

     

    Threshold
      Amount: means $[___]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE 4

     

    ACCOUNTS;
      ADDRESSES

     

    (i)  If
      to
      Lessee:

     

    US
      Airways, Inc.

     

    2345
      Crystal Drive

     

    Arlington,
      VA 22227

     

    Attention: Treasurer

     

    Fax: (703)
      872-5936

     

    With
      a
      copy to the same address

     

    Attention:
      General Counsel

     

    Fax:
       (703)872-5252

     

    Account
      Information:

     

    PNC
      Bank,
      N.A.

     

    ABA
      No.:
      04300096

     

    Account
      No.: [___]

     

    Reference:
      US Airways, Inc.

     

    (ii)  If
      to
      Lessor:

     

    Republic
      Airline Inc.

     

    8909
      Purdue Road

     

    Suite
      300

     

    Indianapolis,
      Indiana 46268

     

    Attention: Chief
      Executive Office

     

    Fax: (317)
      484-6060

     

    With
      a
      copy to:

     

    Wexford
      Capital LLC

     

    Wexford
      Plaza

     

    411
      West
      Putnam Avenue

     

    Greenwich,
      CT 06830

     

    Attention:
      President and General Counsel

     

    Telephone:
      (203) 862-7320 and (203) 862-7312

     

    Account
      Information:

     

    Bank
      of
      America

     

    ABA
      No.:
      026009593

     

    Acct.
      No.: [____]

     

    Reference:
      Lease [TN]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ANNEX
      A

     

    DEFINITIONS
      APPENDIX

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    


     

     

    ANNEX
      A

     

    US
      AIRWAYS, INC.

     

    One
      (1)
      Embraer ERJ170-100SU Aircraft

     

    U.S.
      Registration Mark [TN]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    APPENDIX
      A

     

    DEFINITIONS
      AND CONSTRUCTION

     

    PART
      1.DEFINITIONS

     

    “Actual
      Knowledge”
      means
      as it applies to Lessor or Lessee, actual knowledge of a Vice President or
      more
      senior officer of Lessor or Lessee, respectively, or any other officer of Lessor
      or Lessee, respectively, having responsibility for the transactions contemplated
      by the Lease; provided that each of Lessee and Lessor shall be deemed to have
      “Actual Knowledge” of any matter as to which it has received notice from the
      other, such notice having been given pursuant to Section 21.5 of the
      Lease.

     

    “Additional
      Insured(s)”
      has the
      meaning set forth in Section D of Annex D to the Lease.

     

    “Affiliate”
      means,
      with respect to a specified Person, any other Person directly or indirectly
      controlling or controlled by or under direct or indirect common control with
      such Person. For the purpose of this definition, “control”
      when
      used with respect to any specified Person, means the power to direct the
      management and policies of such Person, directly or indirectly, whether through
      the ownership of voting securities, by contract or otherwise, and the terms
      “controlling”
      and
“controlled”
      have
      meanings correlative to the foregoing.

     

    “After-tax
      Basis”
      means
      with respect to any payment to be received or accrued by any Person, the amount
      of such payment adjusted, if necessary, so that such payment, after taking
      into
      account all Taxes payable to any taxing authority as a result of the receipt
      or
      accrual of such payments and any savings in Taxes with respect to the
      indemnified Taxes or other liability in respect of which such payment is due,
      shall be equal to the payment that would have been received or accrued in the
      absence of such Taxes and any savings in Taxes.

     

    “Aircraft”
      means,
      collectively, the Airframe and Engines, whether or not any of such initial
      or
      substituted Engines may from time to time be installed on such
      Airframe.

     

    “Aircraft
      Documents”
      means
      all technical data, manuals and log books, and all inspection, modification
      and
      overhaul records and other service, repair, maintenance and technical records
      that are required by the FAA (or the relevant Aviation Authority) to be
      maintained with respect to the Aircraft, Airframe, Engines or Parts; and such
      term shall include all additions, renewals, revisions and replacements of any
      such materials from time to time made, or required to be made, by the FAA (or
      other Aviation Authority) regulations, and in each case in whatever form and
      by
      whatever means or medium (including, without limitation, microfiche, microfilm,
      paper or computer disk) such materials may be maintained or retained by or
      on
      behalf of Lessee; provided
      that all
      such materials shall be maintained in the English language.

     

    “Airframe”
      means
      (a) the Embraer ERJ 170-100 SU aircraft (except the Engines or
      engines
      from time to time installed thereon) listed by manufacturer’s serial number and
      U.S. registration number in Lease Supplement No. 1; and (b) any
      and
      all Parts so long as the same shall be incorporated or installed in or attached
      to such aircraft, for so long as the same shall be the property of Lessor in
      accordance with the terms of the Lease after removal from the Aircraft. The
      term
“Airframe”
      shall
      include any Replacement Airframe which may from time to time be substituted
      pursuant to Section 9 of the Lease.

     

    “Appraiser”
      means a
      firm of internationally recognized, independent aircraft
      appraisers.

     

    “Approved
      Insurers”
      has the
      meaning set forth in Section A.1 of Annex D to the Lease.

     

    “Aviation
      Authority”
      means
      the FAA or, if the Aircraft is registered with any other Government Entity
      under
      and in accordance with Section 7.1.2 of the Lease, such other Government
      Entity.

     

    “Bankruptcy
      Code”
      means
      the United States Bankruptcy Code, 11 U.S.C. §101 et seq.

     

    “Bankruptcy
      Court”
      means
      the United States Bankruptcy Court for the Eastern District of Virginia
      (together with any other court having jurisdiction over the Chapter 11 Case
      from
      time to time).

     

    “Bankruptcy
      Default”
      means
      an Event of Default or Default that (in either case) arises under Section 13.7
      of the Lease.

     

    “Bankruptcy
      Event”
      with
      respect to any Person, any of the following events:

     

     

    (a) such
      Person shall consent to the appointment of or the taking of possession by the
      receiver, trustee or liquidator of itself or of substantially all of its
      property, or such Person shall admit in writing its inability to pay its debts
      generally as they come due, or shall make a general assignment for the benefit
      of creditors; or

     

    (b) such
      Person shall file a voluntary petition in bankruptcy or a voluntary petition
      or
      an answer seeking reorganization, liquidation or other relief in a proceeding
      under the Bankruptcy Code (as in effect at such time) or such Person shall
      seek
      relief by voluntary petition, answer, or consent under the provisions of any
      other bankruptcy or other similar Law providing for the reorganization or
      winding-up of corporations (as in effect at such time) or such Person’s board of
      directors shall adopt a resolution authorizing any of the foregoing;
      or

     

    (c) an
      order,
      judgment or decree shall be entered by any court of competent jurisdiction
      appointing, without the consent of such Person, a receiver, trustee or
      liquidator of such Person or of substantially all of its property, or
      sequestering substantially all of the property of such Person, and any such
      order, judgment or decree of appointment or sequestration shall remain in force
      undismissed, unstayed and unvacated for a period of 60 days after the date
      of
      entry thereof; or

     

    (d) a
      petition against such Person in a proceeding under the Bankruptcy Code (as
      in
      effect at such time) or any other bankruptcy laws or other insolvency laws
      shall
      be filed and shall not be withdrawn or dismissed within 60 days thereafter,
      or,
      under the provisions of any Law providing for reorganization or winding-up
      of
      corporations which may apply to such Person, any court of competent jurisdiction
      shall assume jurisdiction, custody or control of such Person or of substantially
      all of its property and such jurisdiction, custody or control shall remain
      in
      force unrelinquished, unstayed and unterminated for a period of 60
      days.

     

    


    “Bar
      Period”
      means
      the period from the Delivery Date to June 30, 2006.

     

    “Basic
      Rent”
      has the
      meaning set forth in Section 3.2.1 of the Lease.

     

    “Basic
      Rent Payment Date”
      means
      the Delivery Date and the calendar day corresponding to the Delivery Date in
      each month occurring after the Delivery Date during the Term.

     

    “Business
      Day”
      means
      any day other than a Saturday, Sunday or other day on which commercial banks
      are
      authorized or required by law to close in Indianapolis, Indiana or
      New York, New York.

     

    “Chapter
      11 Case”
      means
      Lessee’s current case under Chapter 11 of the Bankruptcy Code, filed in the
      Bankruptcy Court on September 12, 2004 which is being jointly administered
      under case number 04-13819-SSM.

     

    “Citizen
      of the United States”
      has the
      meaning provided in Section 40102(a) (15) of the Federal Aviation Code and
      in
      the FAA Regulations (as interpreted by the Department of
      Transportation).

     

    “Code”
      means
      the United States Internal Revenue Code of 1986, as amended from time to
      time.

     

    “CRAF”
      means
      the Civil Reserve Air Fleet Program authorized under 10 U.S.C. § 9511
et seq.
      or any
      substantially similar program under the laws of the United States.

     

    “Default”
      means
      an event or condition that, with the giving of notice or the lapse of time
      or
      both, would become an Event of Default.

     

    “Delivery
      Date”
      means
      the date on which the Aircraft is first leased to Lessee pursuant to the Lease,
      as evidenced by the filing with the FAA of the initial Lease
      Supplement.

     

    “Department
      of Transportation”
      means
      the U.S. Department of Transportation and any agency or instrumentality of
      the
      U.S. Government succeeding to its functions.

     

    “Dollars”,
      “United
      States Dollars”
      or
“$”
      means
      the lawful currency of the United States.

     

    “Eligible
      Account”
      means
      an account established by and with an Eligible Institution acting at the request
      of Lessor, which institution agrees, for all purposes of the UCC including
      Article 8 thereof, that (a) such account shall be a “securities account”
      (as defined in Section 8-501 of the UCC), (b) all property (other than
      cash) credited to such account shall be treated as a “financial asset” (as
      defined in Section 8-102(9) of the UCC), (c) Lessor shall be the
“entitlement holder” (as defined in Section 8-102(7) of the UCC) in respect of
      such account, (d) it will comply with all entitlement orders issued
      by
      Lessor to the exclusion of the Lessee, and (e) the “securities intermediary
      jurisdiction” (under Section 8-110(e) of the UCC) shall be the State of New
      York.

     

    “Eligible
      Institution”
      means a
      depository institution organized under the laws of the United States of America
      or any one of the states thereof or the District of Columbia (or any U.S. branch
      of a foreign bank), which has a long-term unsecured debt rating from Moody’s
      Investors Service, Inc. and Standard & Poor’s Ratings Services of at least
      A3 or A-, respectively.

     

    “Engine”
      means
      (a) each of the two General Electric GE CF34-8E5 engines listed by
      manufacturer’s serial numbers in Lease Supplement No. 1, whether or not
      from time to time installed on the Airframe or installed on any other airframe
      or on any other aircraft; and (b) any Replacement Engine that may from
      time
      to time be substituted for an Engine pursuant to Section 5 or Section
      9 of
      the Lease; together, in each case, with any and all Parts so long as the same
      shall be incorporated or installed in or attached thereto or so long as the
      same
      shall be the property of Owner Trustee in accordance with the terms of the
      Lease
      after removal from any such engine.

     

    “Engine
      Manufacturer”
      means
      The General Electric Company, a New York corporation.

     

    “ERISA”
      means
      the Employee Retirement Income Security Act of 1974 and any regulations and
      rulings issued thereunder.

     

    “Event
      of Default”
      has the
      meaning set forth in Section 13 of the Lease.

     

    “Event
      of Loss”
      means,
      with respect to the Aircraft, the Airframe or any Engine, any of the following
      circumstances, conditions or events with respect to such property, for any
      reason whatsoever.

     

     

    (a) the
      destruction of such property, damage to such property beyond economic repair
      or
      rendition of such property permanently unfit for normal use by
      Lessee;

     

    (b) the
      actual or constructive total loss of such property or any damage to such
      property, or requisition of title or use of such property, which results in
      an
      insurance settlement with respect to such property on the basis of a total
      loss
      or constructive or compromised total loss;

     

    (c) any
      theft, hijacking or disappearance of such property for a period of 180
      consecutive days or more or, if earlier, the end of the Term.

     

    (d) any
      seizure, condemnation, confiscation, taking or requisition (including loss
      of
      use or title) of such property by any Government Entity or purported Government
      Entity (other than a requisition of use by the U.S. Government) for a period
      exceeding (A) in the case of any requisition of use, 180 consecutive
      days
      or, if earlier, the end of the Term or (B) in the case of any condemnation,
      confiscation or seizure of, or requisition of title, 10 consecutive days;


     

    (e) any
      seizure, condemnation, confiscation, taking or requisition of use of such
      property by the U.S. Government that continues until the last day of the
      Term;

     

    (f) as
      a
      result of any law, rule, regulation, order or other action by the Aviation
      Authority or by any Government Entity of the government of registry of the
      Aircraft, the use of such property in the normal course of Lessee’s business of
      passenger air transportation is prohibited for a period of 180 consecutive
      days,
      unless Lessee, prior to the expiration of such 180 day period, shall have
      undertaken and shall be diligently carrying forward such steps as may be
      necessary or desirable to permit the normal use of such property by Lessee,
      but
      in any event if such use shall have been prohibited for a period of 365 days,
      provided that no Event of Loss shall be deemed to have occurred if such
      prohibition has been applicable to Lessee’s (or a Permitted Sublessee’s) entire
      U.S. fleet of such property and Lessee (or a Permitted Sublessee), prior to
      the
      expiration of such 365-day period, shall have conformed at least one unit of
      such property in its fleet to the requirements of any such law, rule,
      regulation, order or other action and commenced regular commercial use of the
      same in such jurisdiction and shall be diligently carrying forward in a manner
      which does not discriminate against such property in so conforming such
      property, steps which are necessary or desirable to permit the normal use of
      such property by Lessee, but in any event if such use shall have been prohibited
      for a period of eighteen months; or

     

    (g) a
      deemed
      Event of Loss under Section 7.2.1 or 7.2.6 of the Lease.

     

    


    “Expenses”:
      means
      any and all liabilities, obligations, losses, damages, settlements, penalties,
      claims, actions, suits, costs, expenses and disbursements (including, without
      limitation, reasonable fees and disbursements of legal counsel, accountants,
      appraisers, inspectors or other professionals, and costs of
      investigation).

     

    “Expiration
      Date”
      has the
      meaning set forth in Schedule 1 to the Lease.

     

    “FAA”
      means
      the U.S. Federal Aviation Administration and any agency or instrumentality
      of
      the U.S. Government succeeding to its functions.

     

    “FAA
      Regulations”
      means
      the Federal Aviation Regulations issued or promulgated pursuant to the Federal
      Aviation Code from time to time.

     

    “Fair
      Market Rental Value”
      means
      the fair market rental value in Dollars for the Aircraft that would apply in
      an
      arm’s-length transaction between an informed and willing lessee under no
      compulsion to lease, and an informed and willing lessor under no compulsion
      to
      lease, the Aircraft, for the applicable period assuming that (a) the
      Aircraft has been maintained in accordance with, and is in the condition
      required by, the Lease and (b) payments of rent would be made
      monthly.

     

    “Fair
      Market Sales Value”
      means
      the fair market sales value in Dollars for the Aircraft that would apply in
      an
      arm’s length transaction between an informed and willing buyer under no
      compulsion to buy and an informed and willing seller under no compulsion to
      sell, the Aircraft, in a transaction that would close on or about the relevant
      time of determination, assuming that (a) the Aircraft has been maintained
      in accordance with, and is in the condition required by, the Lease and
      (b) the Aircraft would be delivered to such informed and willing buyer
      in
      the return condition required by the Lease.

     

    “Federal
      Aviation Code”
      or
“Act”
      means
      the sections of Title 49 of the United States Code relating to aviation, as
      amended from time to time, or any similar legislation of the United States
      enacted in substitution or replacement therefor.

     

    “Financing
      Statements”
      means
      the UCC-1 (and, where appropriate, UCC-3) financing statement covering the
      Lease
      and the Aircraft, as a precautionary matter, by Lessee, as lessee, showing
      Lessor as lessor.

     

    “Global
      Aircraft Transaction Agreement”
      means
      that certain Global Aircraft Transaction Agreement dated as of September 21,
      2005 between Republic Airways Holdings Inc. and Lessee.

     

    “Government
      Entity”
      means
      (a) any national, federal, state, provincial or similar government,
      and any
      body, board, department, commission, court, tribunal, authority, agency or
      other
      instrumentality of any such government or otherwise exercising any executive,
      legislative, judicial, administrative or regulatory functions of such government
      or (b) any other government entity having jurisdiction over any matter
      contemplated by the Operative Agreements or relating to the observance or
      performance of the obligations of any of the parties to the Operative
      Agreements.

     

    “Indemnitee”
      means
      (i) Lessor and its Affiliates, officers, directors, employees, agents
      and
      Affiliates thereof and (ii) solely with respect to Expenses arising
      under
      18.1.1(b), WTC, the Security Trustee and the Lenders and each Affiliate of
      the
      persons described in this clause (ii) and their respective directors, officers
      and employees of each of such person and each Affiliate thereof.

     

    “Inspecting
      Parties”
      has the
      meaning specified in Section 11.1 of the Lease.

     

    “IRS”
      means
      the United States Internal Revenue Service or any agency or instrumentality
      of
      the U.S. Government succeeding to its functions.

     

    “JSA”
      means
      the Republic Jet Service Agreement, dated as of September 2, 2005, between
      Lessor and Lessee.

     

    “Law”
      means
      (a) any constitution, treaty, statute, law, decree, regulation, order,
      rule
      or directive of any Government Entity, and (b) any judicial or
      administrative interpretation or application of, or decision under, any of
      the
      foregoing.

     

    “Lease”
      means
      that certain Lease Agreement entered into between Lessor, as lessor, and Lessee,
      as lessee.

     

    “Lease
      Supplement”
      means a
      lease supplement entered into between Lessor and Lessee, substantially in the
      form of Exhibit I to the Lease.

     

    “Lease
      Supplement No. 1”
      means
      the initial Lease Supplement, dated the Delivery Date.

     

    “Lender”
      has the
      meaning provided in the Loan Agreement.

     

    “Lessee”
      means
      US Airways, Inc., and its successors and permitted assigns.

     

    “Lessor
      Lien”
      means,
      with respect to Lessor and in respect of the Aircraft, Airframe, Engines, Parts
      or Aircraft Documents, any Lien on such property or payments which
      (a) arises from claims against Lessor not related to any of the
      Transactions contemplated by the Lease, (b) results from acts or omissions
      of Lessor in violation of Lessor’s obligations under any of the terms of the
      Lease, or not related to the transactions contemplated by the Lease, (c) is
      imposed as a result of Taxes against Lessor or any of its Affiliates not
      required to be indemnified by Lessee under the Lease, or (d) claims
      against
      Lessor arising out of any transfer by Lessor of its interest in the Aircraft
      or
      the Lease, other than a Transfer permitted by the terms of the Lease or pursuant
      to the exercise of remedies set forth in Section 14 of the
      Lease.

     

    “Lessor
      Maintenance Disbursement”
      has the
      meaning set forth in Section 3.4.3 of the Lease.

     

    “Lien”
      means
      any mortgage, pledge, lien, charge, claim, encumbrance, lease or security
      interest affecting title to or any interest in property.

     

    “Loan
      Agreement”
      means
      the Amended and Restated Loan Agreement ([TN]) dated as of the Delivery Date
      among Lessor, the Security Trustee and the initial Lender, as amended,
      supplemented and modified from time to time.

     

    “Loss
      Payment Date”
      has the
      meaning set forth in Section 9.1.2 of the Lease.

     

    “Maintenance
      Program”
      has the
      meaning set forth in Section A of Annex C to the Lease.

     

    “Maintenance
      Reserve Payment”
      has the
      meaning set forth in Section 3.4.3 of the Lease.

     

    “Mandatory
      Modification”
      has the
      meaning set forth in Section D of Annex C to the Lease.

     

    “Manufacturer”
      means
      Embraer - Empresa Brasileira de Aeronáutica S.A.

     

    “Minimum
      Liability Insurance Amount”
      has the
      meaning set forth in Schedule 3 to the Lease.

     

    “MR
      Payment Date”
      has the
      meaning set forth in Section 3.4.1 of the Lease.

     

    “Obsolete
      Parts”
      has the
      meaning set forth in Section D of Annex C to the Lease.

     

    “Officer’s
      Certificate”
      means,
      in respect of any corporation, a certificate signed in its name and on its
      behalf by the Chairman, the President, any Vice President (including those
      with
      varying ranks such as Executive, Senior, Assistant or Staff Vice President),
      the
      Treasurer or the Secretary of such corporation and, as to any other entity,
      a
      certificate of any such entity signed in its name and on its behalf by any
      individual generally authorized to execute and deliver contracts or generally
      or
      specifically authorized to execute and deliver certificates under the Operative
      Agreements, on behalf of such entity.

     

    “Optional
      Modification”
      has the
      meaning set forth in Section D of Annex C to the Lease.

     

    “Passenger
      Convenience Equipment”
      means
      components or systems installed on or affixed to the Airframe that are used
      to
      provide telecommunications services or electronic entertainment to passengers
      aboard the Aircraft.

     

    “Parts”
      means
      all appliances, parts, components, avionics, landing gear, instruments,
      appurtenances, accessories, furnishings, seats and other equipment of whatever
      nature (other than (a) Engines or engines, and (b) any Removable
      Parts
      leased or financed by Lessee from a third party), that may from time to time
      be
      installed or incorporated in or attached or appurtenant to the Airframe or
      any
      Engine.

     

    “Payment
      Default”
      means
      the failure of the Lessee to pay any Basis Rent or Supplemental Rent when
      due.

     

    “Past
      Due Rate”
      means
      SLV Rate plus 100 basis points.

     

    “Permitted
      Air Carrier”
      means
      (i) any Permitted Foreign Air Carrier, (ii) any other Person
      approved
      in writing by Lessor or (iii) any U.S. Air Carrier.

     

    “Permitted
      Country”
      means
      any country listed on Annex E to the Lease with which the U.S. maintains normal
      diplomatic relations.

     

    “Permitted
      Foreign Air Carrier”
      means
      any air carrier with its principal executive offices in any Permitted Country
      and which is authorized to conduct commercial airline operations and to operate
      jet aircraft similar to the Aircraft under the applicable Laws of such Permitted
      Country.

     

    “Permitted
      Investments”
      means
      the following securities (which shall mature within 30 days of the date of
      purchase thereof): (a) direct obligations of the U.S. Government;
      (b) obligations fully guaranteed by the U.S. Government;
      (c) certificates of deposit issued by, or bankers’ acceptances of, or time
      deposits or a deposit account with, Security Trustee or any bank, trust company
      or national banking association incorporated or doing business under the laws
      of
      the United States or any state thereof having a combined capital and surplus
      and
      retained earnings of at least $500,000,000 and having a rate of “C” or better
      from the Thomson BankWatch Service or (d) commercial paper of any issuer
      doing business under the laws of the United States or one of the states thereof
      and in each case having a rating assigned to such commercial paper by Standard
      & Poor’s Ratings Services of at least A-1 or its equivalent or by Moody’s
      Investors Service, Inc. of at least P-1 or its equivalent. If none of the above
      investments are available, the entire amount to be invested may be used to
      purchase Federal Funds overnight from an entity described in clause (c)
      above.

     

    “Permitted
      Liens”
      has the
      meaning set forth in Section 6 of the Lease.

     

    “Permitted
      Sublease”
      means a
      sublease permitted under Section 7.2.7 of the Lease.

     

    “Permitted
      Sublessee”
      means
      the sublessee under a Permitted Sublease.

     

    “Permitted
      Transferee”
      means
      (A) a wholly-owned subsidiary of Republic Airways Holdings Inc., (B) a
      Person whose tangible net worth is at least $50,000,000 as of the date of such
      transfer, as determined in accordance with generally accepted accounting
      principles that is not an airline, a commercial aircraft operator, an air
      freight forwarder, an entity principally engaged in the business of parcel
      transport by air or an Affiliate thereof or (C) any Person that is not
      an
      airline, a commercial aircraft operator, an air freight forwarder, an entity
      principally engaged in the business of parcel transport by air or an Affiliate
      thereof whose obligations under the Lease are guaranteed by a Person referred
      to
      in the preceding clause (B).

     

    “Person”“or
      person”
      means
      an individual, partnership, corporation, limited liability company, business
      trust, joint stock company, trust, unincorporated association, joint venture,
      governmental authority or other entity of whatever nature.

     

    “Plan”
      means
      any employee benefit plan within the meaning of Section 3(3) of ERISA
      or
      any plan within the meaning of Section 4975(e)(1) of the Code.

     

    “Plan
      of Reorganization”
      means
      the Lessee’s Bankruptcy Court-approved plan of reorganization in the
      Chapter 11 Case.

     

    “Pro
      Rata Rent”
      means,
      with respect to any specified period, Basic Rent multiplied by a fraction,
      the
      numerator of which is the number of days in such period and the denominator
      of
      which is 30.

     

    “Redelivery
      Location”
      has the
      meaning set forth in Section A of Annex B to the Lease.

     

    “Related
      Indemnitee”
      has the
      meaning set forth in Section 18.1.2 of the Lease.

     

    “Removable
      Part”
      has the
      meaning set forth in Section D of Annex C to the Lease.

     

    “Rent”
      means,
      collectively, Basic Rent and Supplemental Rent.

     

    “Replacement
      Airframe”
      means
      an airframe that shall have been substituted for the Airframe pursuant to
      Section 9 of the Lease.

     

    “Replacement
      Engine”
      means
      an engine which shall have been substituted for an Engine pursuant to
      Section 5 or Section 9 of the Lease.

     

    “Return
      Date”
      has the
      meaning set forth in Section A of Annex B to the Lease.

     

    “Section 1110”
      means
      11 U.S.C. § 1110 of the Bankruptcy Code or any successor section of the federal
      bankruptcy law in effect from time to time.

     

    “Section
      1110 Agreement”
      means a
      written agreement with respect to the Aircraft of the debtor to perform referred
      to in Section 1110(a)(2)(A) of the Bankruptcy Code that, without further review
      or modification, qualifies under Section 1110 to keep the automatic stay
      provided by Section 362 of the Bankruptcy Code in effect with respect to the
      Aircraft.

     

    “Section
      1110 Period”
      means
      the continuous period commencing when the debtor-in-possession in a proceeding
      under Chapter 11 of the Bankruptcy Code applicable to Lessee enters
      into a
      Section 1110 Agreement with court approval and continuing until
      (x) the period during which the Lessor is prohibited by Law from
      repossessing the Aircraft comes to an end or (y) the Lease is validly
      rejected or terminated.

     

    “Security
      Agreement”
      means
      the Security Agreement ([TN]) dated as of the Delivery Date between Lessor
      and
      the Security Trustee, including all annexes, schedules, exhibits, appendices,
      amendments and supplements thereto.

     

    “Security
      Deposit”
      has the
      meaning set forth in Section 3.3 of the Lease.

     

    “Security
      Trustee”
      means
      Wilmington Trust Company in its capacity as security trustee under the Security
      Agreement, and any successor thereto in such capacity.

     

    “SLV
      Rate”
      has the
      meaning set forth on Schedule 1 to the Lease.

     

    “Stipulated
      Loss Value”
      means,
      with respect to the Aircraft, the amount set forth under the column headed
      “Stipulated Loss Value” on Schedule 2 to the Lease opposite the Stipulated Loss
      Value Date as of which Stipulated Loss Value is required to be
      computed.

     

    “Stipulated
      Loss Value Date”
      means
      for any month, the Basic Rent Payment Date in such month.

     

    “Subsidiary”
      means,
      as to any Person, a corporation, partnership or other entity of which shares
      of
      stock or other ownership interests having ordinary voting power (other than
      stock or such other ownership interests having such power only by reason of
      the
      happening of a contingency) to elect a majority of the board of directors or
      other managers of such corporation, partnership or other entity are at the
      time
      owned, or the management of which is otherwise controlled, directly or
      indirectly through one or more intermediaries, or both, by such
      Person.

     

    “Successor
      Company”
      has the
      meaning set forth in Section 12.2.1(a) of the Lease.

     

    “Supplemental
      Rent”
      means
      any and all amounts, liabilities and obligations (other than Basic Rent) that
      Lessee agrees to pay under the Lease or under any other Lessee Operative
      Agreement. 

     

    “Tax”
      or
“Taxes”
      shall
      mean all taxes of any nature, together with any penalties, fines, additions
      to
      tax, or interest thereon, however imposed, whether levied, assessed, withheld,
      or imposed by (i) any federal, state, or local taxing authority within
      the
      United States or any territory or possession thereof or (ii) any non-U.S.
      country, tax authority or governmental subdivision thereof or therein or by
      any
      international authority.

     

    “Tax
      Indemnitee”
      means
      Lessor and its Affiliates, directors, officers and employees.

     

    “Term”
      means
      (i) the period commencing on the Delivery Date and ending on the Expiration
      Date or (ii) such shorter period that may result from any earlier
      termination of the leasing of the Aircraft in accordance with the terms of
      the
      Lease including, without limitation, under Section 15.

     

    “Termination
      Trigger”
      has the
      meaning set forth on Section 15.1.1 of the Lease.

     

    “Termination
      Date”
      has the
      meaning set forth in Section 15.1.1 of the Lease.

     

    “Threshold
      Amount”
      has the
      meaning set forth in Schedule 3 to the Lease.

     

    “Transfer”
      means
      the transfer, sale, assignment or other conveyance (whether directly or
      indirectly through a transfer of stock, partnership interest or other ownership
      interest) of all or any interest in any property, right or
      interest.

     

    “UCC”
      or
“Uniform
      Commercial Code”
      means
      the Uniform Commercial Code as in effect in any applicable
      jurisdiction.

     

    “United
      States”
      and
“U.S.”
      each
      means the United States of America.

     

    “U.S.
      Air Carrier”
      means
      any United States air carrier that is a Citizen of the United States holding
      an
      air carrier operating certificate issued pursuant to chapter 447 of title 49
      of
      the United States Code for aircraft capable of carrying 10 or more individuals
      or 6,000 pounds or more of cargo and that, in any case, qualifies for the
      coverage of Section 1110.

     

    “U.S.
      Government”
      means
      the federal government of the United States, or any instrumentality or agency
      thereof the obligations of which are guaranteed by the full faith and credit
      of
      the United States.

     

    “Wet
      Lease”
      means
      any arrangement whereby Lessee or a Permitted Sublessee agrees to furnish the
      Aircraft, the Airframe or either Engine to a third party pursuant to which
      the
      Aircraft, the Airframe or such Engine shall at all times be in the operational
      control of Lessee or a Permitted Sublessee, provided that Lessee’s obligations
      under the Lease shall continue in full force and effect notwithstanding any
      such
      arrangement.

     

    “WTC”
      means
      Wilmington Trust Company, a Delaware banking corporation, not in its capacity
      as
      Security Trustee under the Security Agreement, but in its individual
      capacity.

     

    PART
      2.RULES
      OF CONSTRUCTION

     

    (a)Section
      headings and the table of contents in the Lease are inserted for convenience
      of
      reference only and shall be ignored in the interpretation of the
      Lease.

     

    (b)In
      the
      Lease, unless the context otherwise requires:

     

    (i)references
      to Sections, Clauses, Appendices, Exhibits and Schedules are to be
      construed as references to the sections of, clauses of, and appendices, exhibits
      and schedules to, the Lease as amended in accordance with the terms of the
      Lease, or, as the case may be, with the agreement of the relevant
      parties;

     

    (ii)references
      to Sub-sections or Sub-clauses are to be construed as references to a
      sub-section or sub-clause of the Section or Clause in which such reference
      appears;

     

    (iii)references
      to the Lease include its Appendices, Exhibits and Schedules;

     

    (iv)references
      to (or to any specified provision of) the Lease or any other document shall
      be
      construed as references the Lease, that document or that provision as amended
      in
      accordance with the terms hereof or thereof, or, as the case may be, with the
      agreement of the relevant parties;

     

    (v)references
      to any law or enactment shall be deemed to include references to such law or
      enactment as re-enacted, amended, extended, consolidated or replaced and any
      orders, decrees, proclamations, regulations, instruments or other subordinate
      legislation made thereunder;

     

    (vi)words
      importing any gender shall be construed as including every gender;

     

    (vii)definitions
      in the plural form shall apply to the singular form and vice versa;

     

    (viii)any
      reference to any Person (including each of the parties to the Lease) shall
      include such Person and its successors, permitted assigns, and permitted
      transferees; and

     

    (ix)the
      word
“including” shall be construed as “including but not limited to.”

     

    


    


    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ANNEX
      B

     

    RETURN
      OF THE AIRCRAFT

     

    [*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*]

     

    


    


    


     

    ____

    *
      Confidential

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ANNEX
      C

     

    MAINTENANCE;
      PARTS; MODIFICATIONS; ETC.

     

    [*][*][*][*][*]

     

    


    


    


     

    ____

    *
      Confidential

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ANNEX
      D

     

     

    INSURANCE

     

    [*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*]

     

    


    


    


     

    ____

    *
      Confidential

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ANNEX
      E

     

     

    PERMITTED
      COUNTRIES

    


    
      	 
	
              [*]

               

            	
              [*]

               

            
	
              [*]

               

            	
              [*]

               

            
	
              [*]

               

            	
              [*]

               

            
	
              [*]

               

            	
              [*]

               

            
	
              [*]

               

            	
              [*]

               

            
	
              [*]

               

            	
              [*]

               

            
	
              [*]

               

            	
              [*]

               

            
	
              [*]

               

            	
              [*]

               

            
	
              [*]

               

            	
              [*]

               

            
	
              [*]

               

            	
              [*]

               

            
	
              [*]

               

            	 


    

    [*][*]

     

    


    


     

    ____

    *
      Confidential

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ANNEX
      F

     

    GENERAL
      TAX INDEMNITY

     

    [*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*]

     

    


    


     

    ____

    *
      Confidential

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    i

    EXHIBIT
      G

    


    Brian
      P.
      Leitch, Esq.

     

    Daniel
      M.
      Lewis, Esq.

     

    Michael
      J. Canning, Esq.

     

    ARNOLD
      & PORTER LLP

     

    370
      Seventeenth Street 

     

    Suite
      4500 

     

    Denver,
      Colorado 80202

     

    (303)
      863-1000 

     

    -and-

     

    555
      Twelfth Street. NW 

     

    Washington,
      DC 20004

     

    (202)
      942-5000 

     

    -and-

     

    399
      Park
      Avenue 

     

    New
      York.
      New York 10022

     

    (212)
      715-1000 

     

    Lawrence
      E. Rifken, Esq. (VSB No. 29037)

     

    Douglas
      M. Foley, Esq. (VSB No. 34364)

     

    David
      I.
      Swan, Esq.

     

    McGUIREWOODS
      LLP

     

    1750
      Tysons Boulevard, Suite 1800 

     

    McLean,
      Virginia 22102-4215

     

    (703)
      712-5000 

     

    Counsel
      to the Debtors and Debtors-in-Possession

     

    IN
      THE
      UNITED STATES BANKRUPTCY COURT 

     

    FOR
      THE
      EASTERN DISTRICT OF VIRGINIA 

     

    ALEXANDRIA
      DIVISION

     

    )

    In
      re:      ) Case
      No.
      04-13819

    ) Jointly
      Administered

    US
      AIRWAYS, INC., et al.,
      1    ) Chapter
      11

    ) Hon.
      Stephen S. Mitchell

    Debtors.     )

    __________________________________________)

    ORDER
      AMENDING THE COURT’S ORDER PURSUANT TO 11 U.S.C. §§ 105(a),

     

    362,
      363, 364, 365, 503, 1110 AND FED. R. BANKR. P. 9019 AUTHORIZING THE DEBTORS
      TO
      ENTER INTO AND APPROVING AN INVESTMENT AGREEMENT WITH WEXFORD CAPITAL LLC AND
      REPUBLIC AIRWAYS HOLDINGS INC., AND THE TRANSACTIONS PROVIDED FOR IN RELATED
      TERM SHEETS, INCLUDING THE ENTRY INTO AND ASSUMPTION OF AN


     

    AMENDED
      AND RESTATED JET SERVICE AGREEMENT 

     

    Upon
      the
      motion of the Debtors and debtors-in-possession in the above captioned cases
      to
      modify certain provisions contained in the Court’s Order Pursuant to 11 U.S.C.
§§ 105(a), 362, 363, 364, 365, 503, and 1110 And Fed. R. Bankr. P. 9019
      Authorizing The Debtors To Enter Into And Approving An Investment Agreement
      With
      Wexford Capital LLC And Republic Airways Holdings Inc., And The Transactions
      Provided For In Related Term Sheets, Including The Entry Into and Assumption
      Of
      An Amended And Restated Jet Services Agreement, Dated March 31, 2005 (Docket
      No.
      2000) (the “Wexford Order”), which the Court entered upon the Debtors’ Motion
      For An Order Pursuant To 11 U.S.C. §§ 105(a), 362, 363, 364, 365, 503, and
      1110 And Fed. R. Bankr. P. 9019 Authorizing The Debtors To Enter Into And
      Approving An Investment Agreement With Wexford Capital LLC And Republic Airways
      Holdings Inc., And The Transactions Provided For In Related Term Sheets,
      Including The Entry Into and Assumption Of An Amended And Restated Jet Services
      Agreement (Docket No. 1919) (the “Wexford Motion”),2 
      the
      Debtors seek to modify the Wexford Order to clarify and confirm certain rights
      and remedies of Republic Airways Holdings Inc. and its subsidiaries (“Republic”)
      and the Debtors arising in connection with Republic’s and the Debtors’ entry
      into the license-back of the Slots and the lease-back of the Currently Owned
      Aircraft, as provided for in the Investment Agreement and Related Term
      Sheets.

     

    It
      appearing that the relief sought in the Motion is necessary to confirm and
      implement certain agreements of the parties with respect to the license-back
      of
      the Slots and the lease-back of the Currently Owned Aircraft; and it further
      appearing that notice of the Motion is sufficient and complies with the
      requirements of Rule 2002 of the Federal Rules of Bankruptcy Procedures and
      the
      Court’s order governing notice in these Cases, and for good cause shown, the
      Court finds that:

     

    A.On
      September 12, 2004 (the “Petition Date”), the Debtors commenced these
      Chapter 11 cases (the “Cases”) by filing their respective voluntary
      petitions in this Court for reorganization relief under chapter 11 of the
      Bankruptcy Code. The Debtors have continued to operate their businesses and
      manage their properties as debtors-in-possession pursuant to sections 1107(a)
      and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed
      in
      these Cases. The Court entered an order for joint administration of these
      Cases.

    B.On
      September 21, 2004, the United States Trustee appointed an Official Committee
      of
      Unsecured Creditors (the “Committee”) in these Cases.

    C.This
      Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and
      1334. Venue is proper under 28 U.S.C. §§ 1408 and 1409. This matter is a
      core proceeding within the meaning of 28 U.S.C. § 157(b).

    D.The
      statutory predicates for the relief requested herein are sections 105(a), 362,
      363, 364, 365, 503, and 1110 of Title 11 of the Bankruptcy Code and Bankruptcy
      Rule 9019.

    E.The
      relief granted herein is essential to the implementation of certain of the
      transactions contemplated by the Investment Agreement and Related Term Sheets,
      which were approved by order of this Court on March 31, 2005.

    F.The
      relief requested in the Motion is in the best interests of the Debtors, their
      estates, and their creditors.

    G.The
      limited modifications sought by the Debtors are consistent with the parties’
      intent as set forth in the Investment Agreement and Related Term Sheets, are
      clarifying and confirmatory in nature and do not constitute a substantive change
      to the Wexford Order and the Transactions approved thereby, and, therefore,
      is
      permissible.

    H.Notice
      of
      the relief requested in the Motion was given to: (i) the United States Trustee
      for the Eastern District of Virginia (the “US. Trustee”); (ii) Otterbourg,
      Steindler, Houston & Rosen, P.C., lead counsel to the Creditors’ Committee
      (the “Creditors’ Committee”), Attn: Scott L. Hazan, Esq.; (iii) the Air
      Transportation Stabilization Board (the “ATSB”); and (iv) those parties as
      required by, and in accordance with, the Order Establishing Omnibus Hearing
      Dates and Authorizing Certain Electronic Notice, Case Management and
      Administrative Procedures (entered on September 15, 2004 at Docket No. 121)
      (the
“Case Management Order”). Such notice constitutes good and sufficient notice of
      the Hearing in accordance with Bankruptcy Rules 2002(a), 4001(c) and 4001(d)
      and
      section 102(1) of the Bankruptcy Code, as required by sections 105(a), 362,
      363,
      364, 365, 503, and 1110. No other or further notice is necessary.

    I.The
      findings and conclusions set forth herein constitute the Court’s finding of fact
      and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to
      this
      proceeding pursuant to Bankruptcy Rule 9014. To the extent any of the foregoing
      findings of fact constitute conclusions of law, they are adopted as such. To
      the
      extent any of the following conclusions of law constitute findings of fact,
      they
      are adopted as such.

    Upon
      the
      record herein after due deliberation thereon good and sufficient cause exists
      for the granting of the relief as set forth herein,

     

    IT
      IS
      HEREBY ORDERED, ADJUDGED AND DECREED THAT:

     

    
      	1.  	
              The
                Motion is GRANTED.

            


    

    
      	2.  	
              The
                Wexford Order is amended as
                follows:

            


    

    3.  The
      Wexford Order is hereby amended and modified to add the following three new
      paragraphs:

    “32. Each
      reference in this Order to “Republic” shall be deemed to include a reference to
      any subsidiary of Republic Airways Holdings Inc. that undertakes a transaction
      pursuant to the Investment Agreement or the Related Term Sheets.

     

    33. During
      the pendency of these Cases, the automatic stay imposed by Section 362(a) of
      the
      Bankruptcy Code shall be deemed lifted to allow Republic to exercise its rights,
      claims and remedies as and when provided for under (i) the applicable license,
      and the documents related thereto to which the Debtors are a party, entered
      into
      with respect to the license-back of the Slots, and (ii) the applicable leases,
      and the documents related thereto to which the Debtors are a party, entered
      into
      with respect to the lease-back of each of the Currently Owned Aircraft, and,
      in
      the event of any subsequent Chapter 11 case of the Debtors, Republic’s rights
      and the Debtors’ obligations in respect of such leases shall governed by Section
      1110 of the Bankruptcy Code.

     

    34. With
      respect to the license entered into with respect to the license-back of the
      Slots and each lease entered into with respect to the lease-back of the
      Currently Owned Aircraft, in the event the Debtors fail to consummate a plan
      of
      reorganization and emerge from these Cases, the claims of Republic with respect
      to each such license and each such lease, and, in each case, the documents
      related thereto to which the Debtors are a party, shall be limited solely to
      (i)
      an administrative expense claim equal to any unpaid amounts due and owing
      through the date of rejection or termination of such license or lease, with
      appropriate credit for any amounts paid in advance by the Debtors and, in the
      case of any lease-back of the Currently Owned Aircraft an administrative expense
      claim equal to the cost of placing the Currently Owned Aircraft into compliance
      with the return conditions therefor, and (ii) an unsecured pre-petition claim
      for all other claims that may arise on account of any such license or lease,
      including on account of the rejection or termination thereof.”

     

    4.  The
      terms
      of the Wexford Order are amended and modified solely as set forth in Paragraph
      3
      of this Order, and no other provisions of the Wexford Order shall be affected
      by
      entry of this Order, including but not limited to the validity and effectiveness
      of the Investment Agreement and Related Term Sheets, together with the
      Transaction Documents, as and when such documents are executed and delivered
      by
      the Debtors, and any and all of the rights and interests of the parties under
      the Wexford Order.

    5.  The
      Transactions to be consummated in accordance with the Wexford Order, as amended
      and modified by this Order, and the Investment Agreement and the Related Term
      Sheets, constitute good faith transactions, and Wexford and Republic are
      entitled to the protections afforded by section 363(m) of the Bankruptcy Code
      in
      the event of a reversal or modification on appeal of this Order.

    6.  The
      Wexford Order, as amended and modified by this Order, and the Investment
      Agreement and the Related Term Sheets shall be binding on any subsequent chapter
      11 or chapter 7 trustee who may be appointed or elected in these cases or any
      succeeding chapter 7 case.

    7.  Each
      officer or authorized signatory of the Debtors as may be so authorized by
      resolutions of the Board of Directors or shareholders of each of the Debtors,
      acting singly, is hereby authorized to execute and deliver each of the documents
      to be consummated in accordance with the Wexford Order, as amended and modified
      by this Order, and the Investment Agreement and Related Term Sheets, such
      execution and delivery to be conclusive of their respective authority to act
      in
      the name of and on behalf of the Debtors.

    8.  The
      Investment Agreement and Related Term Sheets, together with the Transaction
      Documents, as and when executed and delivered by the Debtors, constitute and
      evidence the valid and binding obligations of each of the Debtors, which
      obligations shall be enforceable against each of the Debtors in accordance
      with
      the terms thereof and of the Wexford Order, as amended and modified by this
      Order.

    9.  The
      Investment Agreement and the Related Term Sheets or any related Transaction
      Documents or other agreements, documents or other instruments executed in
      connection therewith may be modified, amended or supplemented by the parties
      thereto in accordance with the terms thereof without further order of the Court,
      provided that any such modification, amendment or supplement has no material
      adverse effects on the Debtors’ estates or is to reflect the terms and
      provisions of the Wexford Order, as amended and modified by this Order, and
      provided, further, that such parties will provide the Committee and the ATSB
      with at least five (5) days prior written notice of any such
      modification.

    10.  This
      Order is without prejudice to the validity or effect of any terms and provisions
      of the Wexford Order except as expressly set forth herein. All other terms
      and
      provisions of the Wexford Order shall continue in effect as of the date of
      the
      Wexford Order, nor shall this Order have any effect on all acts of Wexford,
      Republic and the Debtors taken pursuant to the Wexford Order.

    11.  This
      Court shall retain jurisdiction to hear and determine all matters arising from
      the implementation of this Order.

    Dated: Alexandria,
      Virginia 

    September
      __, 2005

    /s/
      Stephen S. Mitchell 

    ________________________________

    Sep
      2
      2005       
Honorable
      Stephen S. Mitchell 

    United
      States Bankruptcy Judge 

    


    Entered
      on Docket: Sep 6, 2005 cb


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WE
      ASK
      FOR THIS:

    


    Brian
      P.
      Leitch, Esq.

    Daniel
      M.
      Lewis, Esq.

    Michael
      J. Canning, Esq.

    ARNOLD
      & PORTER LLP

    555
      Twelfth Street, NW 

    Washington,
      DC 20004

    (202)
      942-5000 

    -
      and -


    


    By:
       /s/
      Douglas M. Foley   

    Lawrence
      E. Rifken, Esq. (VSB No. 29037)

    Douglas
      M. Foley, Esq. (VSB No. 34364)

    McGUIREWOODS
      LLP

    1750
      Tysons Boulevard, Suite 1800 

    McLean,
      Virginia 22102-4215

    (703)
      712-5000

    


    Counsel
      to the Debtors and Debtors-in-Possession

    


    


    


    

      

      
         

        1  The
          Debtors are the following entities: US Airways, Inc., US Airways Group.
          Inc.,
          PSA Airlines, Inc., Piedmont Airlines, Inc. and Material Services Company,
          Inc.

         

      

      
         

        2  Unless
          they are otherwise defined in this Order, all capitalized terms used herein
          shall have the meanings ascribed to them in the Wexford Motion and the
          Wexford
          Order.

         

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      1

    TO

    Global
      Aircraft Transaction Agreement

    i

    ACCOUNTS
      FOR PAYMENTS

    


    
      	 	
               

              Account
                for Payments

               

            
	
               

              US
                Airways, Inc.

               

            	
               

              [*]

               

               

              Reference:
                US Airways, Inc.

               

            
	
               

              Republic
                Airways Holdings Inc.

               

            	
               

              [*]

               

              Reference:
                Republic Airways Holdings Inc.

            
	 	 


    

    


     

    ____

    *
      Confidential

    



    
       

      
        
        

        
          

        

      

      
        
        

      

    



    i

    SCHEDULE
      2

    TO

    Global
      Aircraft Transaction Agreement

    


    Owned
      Aircraft

     

    


    
      	
              Aircraft

            	
              Manufacturer’s
                Serial Number

            	
              Aircraft
                Model

            	
              Related
                Engines

            	
              Equity
                Value

            	
              Debt
                Balance

            
	
               

              [*]

               

            	
              [*]

            	
              [*]

            	
               

              [*]

               

            	
              [*]

            	
              [*]

            
	
               

              [*]

               

            	
              [*]

            	
              [*]

            	
               

              [*]

               

            	
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              [*]

            
	
               

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              [*]

               

            	
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              [*]

               

            	
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              [*]

               

            	
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              [*]

               

            	
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              [*]

               

            	
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              [*]

               

            	
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              [*]

               

            	
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              [*]

               

            	
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              [*]

               

            	
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              [*]

               

            	
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              [*]

               

            	
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              [*]

               

            	
              [*]

            	
              [*]

            
	 	 	 	 	
              [*]

            	
              [*]

            


    

    


    


     

    ____

    *
      Confidential

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      3

    TO

    Global
      Aircraft Transaction Agreement

    


    Leased
      Aircraft

    


    
      	
              Aircraft

               

            	
              Manufacturer’s
                Serial Number

            	
              Aircraft
                Model

               

            	
              Related
                Engines

               

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              [*]

            	
              [*]

            	
              [*]

            	
              [*]

            
	
              [*]

            	
              [*]

            	
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              [*]

            	
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              [*]

            
	
              [*]

            	
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              [*]

            	
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              [*]

            	
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              [*]

            	
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              [*]

            	
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    ____

    *
      Confidential

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



      SCHEDULE
      4

    TO

    Global
      Aircraft Transaction Agreement

    


     

    AIRCRAFT
      DELIVERY CONDITIONS

     

     

    [*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*][*]

     

    


     

    ____

    *
      Confidential

     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
        

      

      SCHEDULE
        5

      TO

      Global
        Aircraft Transaction Agreement

    

    i

    AIRCRAFT
      DOCUMENTS

     

    Original
      Delivery Records

     

    Type
      Certificate

     

    Aircraft
      Readiness log, Packing Sheet, or equivalent Detailed Specification

     

    Embraer
      Aircraft Logbook and Final Inspection Report

     

    Original
      FAA Certificate of Airworthiness (C of A) Certificates, Specifications and
      Statements including copy of the original Export C of A (from manufacturer
      if
      aircraft delivered new from outside the United States)

     

    Cabin
      material burn test documents and certificates 

     

    Certificate
      of Airworthiness

     

    Aircraft
      incident/accident statement with letter of QA 

     

    Certificate
      of Registration

     

    Air
      Operators Certificate (copy of AOC) 

     

    Aircraft
      Radio license (copy of)

     

    Letter
      regarding Alternate Means Of Compliance (AMOCs) for Airworthiness Directives
      (ADs) for AMOCs that are acceptable under the Aircraft Delivery Conditions,
      and
      copies of such AMOCs

     

    Historical
      flight logs and/or certified computerized flight log listing to evidence
      complete flight hours and flight cycles during operations

     

    Manuals

     

    Aircraft
      Maintenance Manual (AMM)

     

    Illustrated
      Part Catalogue (IPC)

     

    Wiring
      Diagram Manual (WDM, including equipment, hookup, wire, ground, terminal list)
      

     

    Structural
      Repair Manual (SRM)

     

    Approved
      Flight Manual (AFM, including supplements which incorporate Aircraft Operations
      manual)

     

    Flight
      Crew Operating Manuals (FCOM, if originally provided by the manufacturer)


     

    Operators
      Minimum Equipment List (MEL) 

     

    Engine
      and APU overhaul manual and IPC

     

    Configuration
      Data

     

    Loose
      equipment inventory drawing (see aircraft IPC, if included)

     

    Passenger
      configuration drawing or Location of Passenger Accommodations (LOPA) drawing
      

     

    Weight
      & Balance report including equipment list

     

    Modification
      Data

     

    Aircraft
      Modification status list based on Engineering Order (EO) reference including
      accomplishment date

     

    Cross
      reference of accomplished Service Bulletins to US Airways or Sublessee EO number
      

     

    Major
      alterations and Supplemental Type Certificates (STCs) incorporated 

     

    Revised
      Weight and Balance Manual including latest weighing report

     

    Electrical
      Load Analysis (if furnished by the manufacturer)

     

    Maintenance
      Program (Note:
      for the sole purpose of transitioning aircraft to Republic Designee’s program
      and expressly prohibits future use thereof)

     

    Description

     

    Life/Time
      limited maintenance items

     

    Corrosion
      Prevention & Control Program (CPCP)

     

    Complete
      copy of the approved Maintenance Program (subject to
      confidentiality)

     

    Maintenance
      Status

     

    Current
      Aircraft inspection status including hours/cycles with check/inspection
      history

     

    Supplemental
      Structural Inspection Status showing last accomplishment and next due for each
      task (if applicable)

     

    Corrosion
      Prevention and Control Program status showing last accomplishment and next
      due
      for each task (if applicable)

     

    I-check
      and C Check (if applicable) performed job cards and all other short interval
      inspections/corrections maintenance records including Airworthiness Release
      sign-offs.

     

    Aircraft
      Technical Log (ATL) of last two years, with details of all flights/complaints/
      maintenance/corrections

     

    Open
      Deferred Items and Deferred Maintenance Items (DMIs) at delivery (if permitted
      by Aircraft Delivery Conditions)

     

    List
      and
      status of any out of phase checks, special inspection requirements, time limited
      repairs etc.

     

    Aircraft
      Structure File to include:

     

    List
      of
      major repairs with substantiation/Engineering Authorizations (EAs) as required
      including Designated Engineering Representative (DER) approval (FAA Form 8110-3)
      or other FAA approved data, or sufficient back up data to support DER approval,
      for repairs not covered by the SRM.

     

    AD
      compliance listing to include:

     

    ADs
      requiring repetitive inspection

     

    ADs
      requiring termination

     

    ADs
      terminated

     

    Validation
      statement from the Director of Quality Assurance (QA) or equivalent


     

    Method
      of
      compliance last accomplishment and next due date, hours or cycles 

     

    Evidence
      of completion, including “dirty finger print” documentation

     

    Rotable
      Data

     

    Survey
      of
      installed rotables (Air Transport Association (ATA) code/part number/serial
      number/installation date)

     

    Listing
      of life-limited/hard-time components to include time since new or overhaul
      and
      time remaining, including 8130-3 (for hard-time components) or equivalent
      documentation evidencing component history to new (for life-limited
      components)

     

    Landing
      Gear Data

     

    Last
      overhaul report, including Airworthiness Release (FAA Form 8130) 

     

    Service
      Bulletin/modification status and approvals

     

    Listing
      of life-limited/hard-time components data (part number, serial number, time
      since new or overhaul, and time remaining), including documentation evidencing
      component history to new

     

    APU
      Data

     

    Last
      overhaul report, including an FAA Form 8130 airworthiness release

     

    Service
      Bulletin/Modification status and approvals

     

    Listing
      of life-limited/hard-time components with maintenance status data (part number,
      serial number, time since new or overhaul, and time remaining), including
      documentation evidencing component history to new

     

    Engine
      Data

     

    Hours,
      cycles and removal/installation/shop visit history (maintenance
      overview)

     

    Shop
      visit work packages including task cards and FAA Form 8130 airworthiness release
      for each shop visit.

     

    AD
      status
      report

     

    Status
      of
      accomplished and open Service Bulletins applicable to each engine

     

    Listing
      of life-limited/hard-time components installed

    (Part
      number, serial number, time since new or overhaul, and time
      remaining)

     

    Removal/installation
      history for each installed Life Limited Part with supporting documentation
      to
      provide traceability “back-to-birth”

     

    List
      of
      installed components with part & serial number (including time since new,
      cycles since new, time since overhaul, and cycles since overhaul), including
      8130-3 or equivalent documentation evidencing component history to
      new

     

    Engine
      trend report (most recent)

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
        

      

      SCHEDULE
        6

      TO

      Global
        Aircraft Transaction Agreement

    

    i

    SECURED
      LOAN DOCUMENTS

     

    
      	
              1.

            	
              Aircraft
                [*].

            


    

     

    Loan
      Agreement [*],
      dated
      as of April 12, 2004, among US Airways, Inc., as Borrower, Jurema, Ltd., as
      Lender, and Wilmington Trust Company, as Security Trustee.

     

    Promissory
      Note of US Airways, dated as of April 12, 2004, issued to the Lender under
      such
      Loan Agreement.

     

    
      	
              2.

            	
              Aircraft
                [*].

            


    

     

    Loan
      Agreement [*],
      dated
      as of April 15, 2004, among US Airways, Inc., as Borrower, Jurema, Ltd., as
      Lender, and Wilmington Trust Company, as Security Trustee.

     

    Promissory
      Note of US Airways, dated as of April 15, 2004, issued to the Lender under
      such
      Loan Agreement.

     

    
      	
              3.

            	
              Aircraft
                [*].

            


    

     

    Loan
      Agreement [*],
      dated
      as of June 1, 2004, among US Airways, Inc., as Borrower, Embraer Finance Ltd.,
      as Lender, and Wilmington Trust Company, as Security Trustee.

     

    Promissory
      Note of US Airways, dated as of June 1, 2004, issued to the Lender under such
      Loan Agreement.

     

    
      	
              4.

            	
              Aircraft
                [*].

            


    

     

    Loan
      Agreement [*],
      dated
      as of July 2, 2004, among US Airways, Inc., as Borrower, Embraer Finance Ltd.,
      as Lender, and Wilmington Trust Company, as Security Trustee.

     

    Promissory
      Note of US Airways, dated as of July 2, 2004, issued to the Lender under such
      Loan Agreement.

     

    
      	
              5.

            	
              Aircraft
                [*].

            


    

     

    Loan
      Agreement [*],
      dated
      as of July 15, 2004, among US Airways, Inc., as Borrower, Embraer Finance Ltd.,
      as Lender, and Wilmington Trust Company, as Security Trustee.

     

    Promissory
      Note of US Airways, dated as of July 15, 2004, issued to the Lender under such
      Loan Agreement.

     

    ____

    *
      Confidential

     

    


     

    
      	
              6.

            	
              Aircraft
                [*].

            


    

     

    Loan
      Agreement [*],
      dated
      as of August 13, 2004, among US Airways, Inc., as Borrower, Embraer Finance
      Ltd., as Lender, and Wilmington Trust Company, as Security Trustee.

     

    Promissory
      Note of US Airways, dated as of August 13, 2004, issued to the Lender under
      such
      Loan Agreement.

     

    
      	
              7.

            	
              Aircraft
                [*].

            


    

     

    Loan
      Agreement [*],
      dated
      as of September 1, 2004, among US Airways, Inc., as Borrower, Embraer Finance
      Ltd., as Lender, and Wilmington Trust Company, as Security Trustee.

     

    Promissory
      Note of US Airways, dated as of September 1, 2004, issued to the Lender under
      such Loan Agreement.

     

    
      	
              8.

            	
              Aircraft
                [*].

            


    

     

    Loan
      Agreement [*],
      dated
      as of January 25, 2005, among US Airways, Inc., as Borrower, Embraer Finance
      Ltd., as Lender, and Wilmington Trust Company, as Security Trustee.

     

    Promissory
      Note of US Airways, dated as of January 25, 2005, issued to the Lender under
      such Loan Agreement.

     

    
      	
              9.

            	
              Aircraft
                [*].

            


    

     

    Loan
      Agreement [*],
      dated
      as of January 25, 2005, among US Airways, Inc., as Borrower, Embraer Finance
      Ltd., as Lender, and Wilmington Trust Company, as Security Trustee.

     

    Promissory
      Note of US Airways, dated as of January 25, 2005, issued to the Lender under
      such Loan Agreement.

     

    
      	
              10.

            	
              Aircraft
                [*].
                

            


    

     

    Loan
      Agreement [*],
      dated
      as of January 27, 2005, among US Airways, Inc., as Borrower, Embraer Finance
      Ltd., Lender, and Wilmington Trust Company, as Security Trustee.

     

    Promissory
      Note of US Airways, dated as of January 27, 2005, issued to the Lender under
      such Loan Agreement.

     

    ____

    *
      Confidential

     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
        

      

      SCHEDULE
        7

      TO

      Global
        Aircraft Transaction Agreement

    

    


    SECURED
      LOAN DOCUMENTS AMENDMENTS

    i

    


     

    The
      existing Loan Agreement listed on Schedule 6 for each Owned Aircraft will be
      amended and restated in accordance with the following terms:

    


    


    
      	
               

              Loan
                Amount

            	
               

              [*]

            
	
               

              Loan
                Term

            	
               

              [*]

            
	
               

              Amortization

            	
               

              [*]

            
	
               

              Optional
                Prepayment

            	
               

              [*]

            
	
               

              Interest
                Rate

            	
               

              [*]

            
	
               

              Cross
                Default and Cross Collateralization

            	
               

              [*]

            
	
               

              Section
                1110

            	
               

              [*]

            
	
               

              Documentation

            	
               

              [*]

            


    

     

    ____

    *
      Confidential

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    iSCHEDULE
      8

    TO

    Global
      Aircraft Transaction Agreement

     

    LEASE
      DOCUMENTS

     

    1. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of March 5, 2004, among US Airways, Inc., as Lessee, AFS Investments XI,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of March 5, 2004, between Wells Fargo Bank Northwest, National Association,
      as Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      March 5, 2004, between Wells Fargo Bank Northwest, National Association, as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of March 5, 2004, between US Airways, Inc. and
      AFS
      Investments XI, Inc.

     

    2. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of March 5, 2004, among US Airways, Inc., as Lessee, AFS Investments XI,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of March 5, 2004, between Wells Fargo Bank Northwest, National Association,
      as Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      March 5, 2004, between Wells Fargo Bank Northwest, National Association, as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of March 5, 2004, between US Airways, Inc. and
      AFS
      Investments XI, Inc.

     

    3. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of March 9, 2004, among US Airways, Inc., as Lessee, AFS Investments XI,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    ____

    *
      Confidential

     

    


     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of March 9, 2004, between Wells Fargo Bank Northwest, National Association,
      as Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      March 9, 2004, between Wells Fargo Bank Northwest, National Association, as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of March 9, 2004, between US Airways, Inc. and
      AFS
      Investments XI, Inc.

     

    4. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of March 11, 2004, among US Airways, Inc., as Lessee, AFS Investments XI,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of March 11, 2004, between Wells Fargo Bank Northwest, National Association,
      as Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      March 11, 2004, between Wells Fargo Bank Northwest, National Association, as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of March 11, 2004, between US Airways, Inc. and
      AFS Investments XI, Inc.

     

    5. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of May 21, 2004, among US Airways, Inc., as Lessee, AFS Investments XIII,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of May 21, 2004, between Wells Fargo Bank Northwest, National Association,
      as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      May 21, 2004, between Wells Fargo Bank Northwest, National Association, as
      Owner
      Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of May 21, 2004, between US Airways, Inc. and
      AFS
      Investments XIII, Inc.

     

    ____

    *
      Confidential

     

    


     

    6. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of May 21, 2004, among US Airways, Inc., as Lessee, AFS Investments XIII,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of May 21, 2004, between Wells Fargo Bank Northwest, National Association,
      as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      May 21, 2004, between Wells Fargo Bank Northwest, National Association, as
      Owner
      Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of May 21, 2004, between US Airways, Inc. and
      AFS
      Investments XIII, Inc.

     

    7. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of June 17, 2004, among US Airways, Inc., as Lessee, AFS Investments XIII,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of June 17, 2004, between Wells Fargo Bank Northwest, National Association,
      as Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      June 17, 2004, between Wells Fargo Bank Northwest, National Association, as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of June 17, 2004, between US Airways, Inc. and
      AFS
      Investments XIII, Inc.

     

    8. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of June 28, 2004, among US Airways, Inc., as Lessee, AFS Investments XIII,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of June 28, 2004, between Wells Fargo Bank Northwest, National Association,
      as Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      June 28, 2004, between Wells Fargo Bank Northwest, National Association, as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of June 28, 2004, between US Airways, Inc. and
      AFS
      Investments XIII, Inc.

     

    ____

    *
      Confidential

     

    


     

    9. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of June 30, 2004, among US Airways, Inc., as Lessee, AFS Investments XIII,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of June 30, 2004, between Wells Fargo Bank Northwest, National Association,
      as Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      June 30, 2004, between Wells Fargo Bank Northwest, National Association, as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of June 30, 2004, between US Airways, Inc. and
      AFS
      Investments XIII, Inc.

     

    10. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of July 15, 2004, among US Airways, Inc., as Lessee, AFS Investments XIII,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of July 15, 2004, between Wells Fargo Bank Northwest, National Association,
      as Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      July 15, 2004, between Wells Fargo Bank Northwest, National Association, as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of July 15, 2004, between US Airways, Inc. and
      AFS
      Investments XIII, Inc.

     

    11. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of August 2, 2004, among US Airways, Inc., as Lessee, AFS Investments XIII,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of August 2, 2004, between Wells Fargo Bank Northwest, National Association,
      as Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      August 2, 2004, between Wells Fargo Bank Northwest, National Association, as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of August 2, 2004, between US Airways, Inc. and
      AFS Investments XIII, Inc.

     

    ____

    *
      Confidential

     

    


     

    12. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of August 4, 2004, among US Airways, Inc., as Lessee, AFS Investments XIII,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of August 4, 2004, between Wells Fargo Bank Northwest, National Association,
      as Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      August 4, 2004, between Wells Fargo Bank Northwest, National Association, as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of August 4, 2004, between US Airways, Inc. and
      AFS Investments XIII, Inc.

     

    13. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of August 23, 2004, among US Airways, Inc., as Lessee, AFS Investments XIII,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of August 23, 2004, between Wells Fargo Bank Northwest, National Association,
      as Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      August 23, 2004, between Wells Fargo Bank Northwest, National Association,
      as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of August 23, 2004, between US Airways, Inc.
      and
      AFS Investments XIII, Inc.

     

    14. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of August 30, 2004, among US Airways, Inc., as Lessee, AFS Investments 69,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of August 30, 2004, between Wells Fargo Bank Northwest, National Association,
      as Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    ____

    *
      Confidential

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      August 30, 2004, between Wells Fargo Bank Northwest, National Association,
      as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of August 30, 2004, between US Airways, Inc.
      and
      AFS Investments 69, Inc.

     

    15. Aircraft
      [*].

     

    Participation
      Agreement (US Airways, Inc. [*]),
      dated
      as of September 9, 2004, among US Airways, Inc., as Lessee, AFS Investments
      69,
      Inc., as Owner Participant, and Wells Fargo Bank Northwest, National
      Association, as Owner Trustee.

     

    Lease
      Agreement (US Airways, Inc. [*]),
      dated
      as of September 9, 2004, between Wells Fargo Bank Northwest, National
      Association, as Owner Trustee, as Lessor, and US Airways, Inc., as
      Lessee.

     

    Lease
      Supplement No. 1 (US Airways, Inc. [*]),
      dated
      September 9, 2004, between Wells Fargo Bank Northwest, National Association,
      as
      Owner Trustee, as Lessor, and US Airways, Inc., as Lessee.

     

    Tax
      Indemnity Agreement, dated as of September 9, 2004, between US Airways, Inc.
      and
      AFS Investments 69, Inc.

    


     

    ____

    *
      Confidential

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      9

    TO

    Global
      Aircraft Transaction Agreement

    i

    AMENDMENT
      NO. 1 TO

    PARTICIPATION
      AGREEMENT (US Airways, Inc. [TN])

     

    AMENDMENT
      NO. 1, dated as of [_____], 2005 (this “Amendment”),
      among
      REPUBLIC AIRLINE INC., an Indiana corporation (“Lessee”),
      AFS
      INVESTMENTS [__], INC., a Delaware corporation (the “Owner
      Participant”),
      and
      WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
      association, not in its individual capacity except as expressly provided, but
      solely as Owner Trustee (the “Owner
      Trustee”),
      to
      the Participation Agreement (US Airways [TN]), dated as of [LD] (the
“Participation
      Agreement”),
      among
      Lessee, as assignee of US Airways, Inc. (“US
      Airways”),
      Owner
      Participant and Owner Trustee. Certain terms used herein have the defined
      meanings referred to in Section 1 hereof.

     

    W
      I T
      N E S S E T H :

     

    WHEREAS,
      US Airways, the Owner Participant and the Owner Trustee entered into the
      Participation Agreement in connection with the lease of the Aircraft by Owner
      Trustee to US Airways pursuant to the Lease;

     

    WHEREAS,
      immediately prior to the execution and delivery of this Amendment, US Airways
      has assigned to Lessee, and Lessee has assumed, all of US Airways’ rights and
      obligations as lessee under the Participation Agreement and the Lease pursuant
      to the Lease Documents Assignment Agreement [TN], dated as of the date hereof,
      among US Airways, Lessee, US Airways Group, Inc., Owner Trustee, Owner
      Participant and OP Guarantor (the “Assignment”);
      and

     

    WHEREAS,
      in connection with such assumption and assignment, Lessee has requested certain
      amendments to the Participation Agreement, as set forth herein, and the Lease,
      as set forth in Amendment No. 1 to Lease Agreement attached hereto as
      Exhibit A (the “Lease
      Amendment”
      and,
      together with this Amendment, the “Amendments”).

     

    NOW,
      THEREFORE, in consideration of the premises and for good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

     

    Section
      1. Definitions.
      Unless
      otherwise defined or provided herein, terms used herein that are defined
      pursuant to the Participation Agreement have such respective defined
      meanings.

     

    Section
      2. Amendments.
      Effective as of the date hereof, the Participation Agreement is hereby amended
      as follows:

     

    Section
      2.1 Financial
      Statements.
      Section
      6(l) of Part I of the STM, as incorporated by reference into Section 6 of the
      Participation Agreement, is amended and restated to read as
      follows:

     

    (l) Financial
      Statements.
      Lessee
      will deliver to Lessor and the Owner Participant (i) within 120 days
      after
      the end of each fiscal year of the Guarantor, a copy of the Guarantor’s audited
      consolidated balance sheet and related consolidated statements of operations,
      stockholders’ equity and cash flows as of the end of and for such year, setting
      forth in each case in comparative form the figures for the previous fiscal
      year,
      all reported on by the Guarantor’s independent public accountants of recognized
      national standing to the effect that such financial statements present fairly
      in
      all material respects the consolidated financial condition and results of
      operations of the Guarantor in accordance with GAAP; provided
      that if
      the Guarantor shall have filed with the Securities and Exchange Commission
      an
      Annual Report on Form 10-K for such fiscal year, delivery of such Form 10-K
      (without exhibits) shall satisfy the foregoing requirement; and (ii) within
      60 days after the end of each of the first three fiscal quarters of each fiscal
      year of the Guarantor, the Guarantor’s consolidated balance sheet and related
      consolidated statements of operations and cash flows as of the end of and for
      such fiscal quarter (in the case of the statement of operations) and the then
      elapsed portion of the fiscal year, setting forth in each case in comparative
      form the figures for the corresponding period or periods of (or, in the case
      of
      the balance sheet, as the end of) the previous fiscal year, prepared in
      accordance with GAAP, subject to normal year-end audit adjustments and the
      absence of footnotes; provided
      that if
      the Guarantor shall have filed with the Securities and Exchange Commission
      a
      Quarterly Report on Form 10-Q for such fiscal quarter, delivery of such Form
      10-Q (without exhibits) shall satisfy the foregoing requirements.

     

    Section
      2.2 Definitions.
      Annex A
      to the STM, as used to provide definitions for the Participation Agreement
      and
      the other Operative Documents, is amended as follows:

     

    (a) to
      delete
      in the definition of “Business Day” the reference to “ Pittsburgh” and to
      substitute therefor “Indianapolis”.

     

    (b) to
      delete
      the definitions of “Guarantor” and “Guaranty” and substitute therefor the
      following:

     

    “Guarantor”
      means
      Republic Airways Holdings Inc., a Delaware corporation.

     

    “Guaranty”
      means
      the guaranty, dated as of the date of Amendment No. 1 to the Lease and
      executed by the Guarantor in favor of the beneficiaries identified therein
      with
      respect to Lessee’s obligations under the Operative Documents, as the same may
      be amended, supplemented or modified from time to time to the extent permitted
      by, and in accordance with, the provisions thereof.

     

    (c) to
      insert
      at the end of the definition of “Wet Lease” the following: “For the avoidance of
      doubt, a code share agreement under which the Lessee (or any Sublessee) operates
      the Aircraft under another air carrier’s livery and two-letter flight designator
      code shall not be deemed a Wet Lease.”

     

    Section
      2.3 Schedule
      I.
      Schedule I to the Participation Agreement is amended by deleting the information
      set forth therein for US Airways and inserting in its place the following
      information for the Lessee:

    


    
      	
               

              PARTY/OTHER

            	
               

              MAILING
                ADDRESS/FAX

            	
               

              OVERNIGHT
                COURIER

            	
               

              WIRE
                TRANSFER

            
	
               

              Lessee:

               

              Republic
                Airline Inc.

              Organizational
                Identification Number:
                2004110900414

               

              Guarantor:

               

              Republic
                Airways Holdings Inc.

              Organizational
                Identification Number:
                2604607

            	
               

              8909
                Purdue Road

               

              Suite
                300

               

              Indianapolis,
                IN 46268

               

              Attention:
                President

               

              Facsimile:
                (317) 484-6040

               

              with
                a copy to:

               

              Wexford
                Capital LLC

               

              411
                West Putnam Avenue

               

              Suite
                125

               

              Greenwich,
                CT 06830

               

              Attention:
                Jay Maymudes

               

              Facsimile:
                (203) 862-7350

            	
               

              8909
                Purdue Road

               

              Suite
                300

               

              Indianapolis,
                IN 46268

               

              Attention:
                President 

               

              with
                a copy to:

               

              Wexford
                Capital LLC

               

              411
                West Putnam Avenue

               

              Suite
                125

               

              Greenwich,
                CT 06830

               

              Attention:
                Jay Maymudes

            	
               

              [*]

               

              Reference:
                Republic Airline Inc.

            


    

     

    Section
      3. Representations
      and Warranties.

     

    Lessee,
      as to itself and as to Guarantor, represents and warrants to the Owner Trustee
      and the Owner Participant that:

     

    (a) Lessee
      is
      a corporation duly organized, validly existing and in good standing under the
      laws of the State of Indiana having an organizational identification number
      (file number) as set forth in Schedule I to the Participation Agreement, and
      Guarantor is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware having an organizational identification
      number (file number) as set forth in Schedule I to the Participation Agreement,
      and each of Lessee and Guarantor has not filed any certificates of
      domestication, transfer or continuance in any other jurisdiction, has the
      corporate power and authority to own or hold under lease its properties, has,
      or
      had on the respective dates of execution thereof, the corporate power and
      authority to enter into and perform its obligations under those Lessee Documents
      and other Operative Documents to which it is a party, and is duly qualified
      to
      do business as a foreign corporation in good standing in each jurisdiction
      in
      which its operations or the nature of its business requires (other than failures
      to so qualify which would not have a material adverse effect on the condition
      (financial or otherwise), business or properties of it and its subsidiaries
      existing on the date of this Agreement, considered as one
      enterprise);

     

    ____

    *
      Confidential

     

    


     

    (b) Lessee
      is
      a Certificated Air Carrier, is a “registered organization” as defined in Section
      9-102 of the Uniform Commercial Code as in effect in the State of New York
      and
      the State of Indiana, is “located” in the State of Indiana under Section 9-307
      of the Uniform Commercial Code as in effect in the States of New York and
      Indiana and has its chief executive offices in Indianapolis, Indiana and its
      mailing address is as set forth in Schedule I
      to the
      Participation Agreement;

     

    (c) the
      execution and delivery of the Assignment and the Amendments by Lessee and the
      Guaranty by the Guarantor (collectively, the “Transaction
      Documents”)
      and
      performance by it of those Lessee Documents and other Operative Documents to
      which it is a party, and the performance of its obligations under those Lessee
      Documents and other Operative Documents to which it is a party, have been duly
      authorized by all necessary corporate action on its part, do not require any
      stockholder approval, or approval or consent of any trustee or holder of its
      material indebtedness or material obligations, except such as have been duly
      obtained and are in full force and effect, and do not contravene any Law binding
      on it or its certificate of incorporation or by-laws, or contravene the
      provisions of, or constitute a default under, or result in the creation of
      any
      Lien (other than Permitted Liens) upon its property under, any indenture,
      mortgage, contract or other agreement to which it is a party or by which it
      may
      be bound or affected which contravention, default or Lien, individually or
      in
      the aggregate, would be reasonably likely to have a material adverse effect
      on
      the condition (financial or otherwise), business or properties of it and its
      subsidiaries existing on the date of this Amendment, considered as one
      enterprise, or its ability to perform its obligations under those Lessee
      Documents and other Operative Documents to which it is a party; provided,
      that
      insofar as the representations and warranties set forth in this Section 3(c)
      apply to
      the prohibited transaction rules of ERISA and Section 4975 of the Code,
      such representations and warranties are based upon and subject to the truth
      and
      accuracy of the representations, warranties and covenants set forth in
Section 6(g)
      of the
      Participation Agreement;

     

    (d) neither
      its execution and delivery of the Transaction Documents to which it is a party,
      nor the performance of its obligations under those Lessee Documents or other
      Operative Documents to which it is a party, requires the consent or approval
      of,
      the giving of notice to, the registration with, or the taking of any other
      action in respect of, the Department of Transportation, the FAA, or any other
      Federal, state or foreign governmental authority having jurisdiction over it
      or
      its property, other than (A) the orders, permits, waivers, exemptions,
      authorizations and approvals of the regulatory authorities having jurisdiction
      over the operation of the Aircraft by Lessee or any Sublessee required to be
      obtained on or prior to the date of this Amendment, which orders, permits,
      waivers, exemptions, authorizations and approvals have been, or on the date
      of
      this Amendment will be, duly obtained and are, or on the date of this Amendment
      will be, in full force and effect, (B) the application for registration
      of
      the Aircraft referred to in Section 4(a)(vii)(3) of the Participation Agreement,
      (C) the registrations and filings referred to in clauses (A), (B), (C) and
      (D)
      of Section 5(a)(vi) of the Participation Agreement, (D) filing and recordation
      with the FAA of the Assignment and the Lease Amendment (the “FAA
      Filed Documents”)
      and
      the filing of a “precautionary” UCC-1 financing statement with respect to the
      Lease (and continuation statements from time to time with respect thereto)
      under
      the Indiana Uniform Commercial Code (the “Financing
      Statements”)
      and
      (E) authorizations, consents, approvals, actions, notices and filings
      required to be obtained, taken, given or made either only after the date hereof
      or the failure of which to obtain, take, give or make would not be reasonably
      likely to have a material adverse effect on the condition (financial or
      otherwise), business or properties of it and its subsidiaries existing on the
      date of this Agreement, considered as one enterprise, or its ability to perform
      its obligations under those Lessee Documents and other Operative Documents
      to
      which it is a party;

     

    (e) each
      Transaction Document to which it is a party and each of those other Lessee
      Documents and other Operative Documents to which it is a party constitute its
      legal, valid and binding obligations enforceable against it in accordance with
      their respective terms, except as the same may be limited by applicable
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
      similar laws affecting the rights of creditors or lessors generally and by
      general principles of equity, whether considered in a proceeding at law or
      in
      equity;

     

    (f) except
      for (A) the filing of the Trust Agreement, the Trust Supplement and related
      affidavits with the FAA, (B) the registration of the Aircraft pursuant to the
      Transportation Code, (C) the filing for recording pursuant to the Transportation
      Code of the Lease with the Lease Supplement covering the Aircraft attached
      thereto and made a part thereof and the FAA Bill of Sale, and (D) the
      filing and recordation with the FAA of the FAA Filed Documents and the filing
      of
      the Financing Statements under the Indiana Uniform Commercial Code, no further
      filing or recording of any document (including any financing statement in
      respect thereof under Article 9 of the Uniform Commercial Code of any applicable
      jurisdiction) or other action is necessary or advisable under the laws of the
      United States of America or any State thereof in order to establish and perfect
      the Lessor’s title to and interest in the Aircraft as against Lessee and any
      third parties;

     

    (g) neither
      it nor any of its Affiliates or anyone acting on their behalf has directly
      or
      indirectly offered any interest in the Trust Estate for sale to any Person
      other
      than in a manner permitted by the Securities Act and by the rules and
      regulations thereunder;

     

    (h) it
      is not
      an “investment company” within the meaning of the Investment Company Act of
      1940, as amended;

     

    (i) except
      as
      may have been disclosed in Guarantor’s reports filed with the Securities and
      Exchange Commission on or prior to the date of this Amendment, there are no
      pending or threatened actions or proceedings before any court, arbitrator or
      administrative agency that individually or in the aggregate which could be
      expected to have a material adverse effect on the condition (financial or
      otherwise), business or properties of it and its subsidiaries existing on the
      date of this Amendment, considered as one enterprise, or its ability to perform
      its obligations under those Lessee Documents and other Operative Documents
      to
      which it is a party;

     

    (j) the
      audited consolidated balance sheet of Guarantor with respect to Guarantor’s most
      recent fiscal year included in Guarantor’s most recent annual report on Form
      10-K, as such Form 10-K may have been amended through the date of this
      Amendment, filed by Guarantor with the SEC, and the related consolidated
      statements of income, stockholders’ equity and cash flows for the period then
      ended, have been prepared in conformity with GAAP and present fairly in all
      material respects the financial condition of Guarantor and its consolidated
      subsidiaries as of such date and the results of its operations and cash flows
      for such period, and since December 31, 2004, there has been no material adverse
      change in such financial condition of Guarantor, except for matters disclosed
      in
      (a) the financial statements referred to above, (b) any subsequent
      Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by Guarantor
      with the SEC on or prior to the date hereof or (c) any press releases
      issued by Guarantor and posted on Guarantor’s website or in any other public
      filings with the SEC;

     

    (k) Lessee
      holds all licenses, permits and franchises from the appropriate Government
      Entities necessary to authorize Lessee to lawfully engage in air transportation
      and to carry on scheduled commercial passenger service as currently conducted,
      except where the failure to so hold any such license, permit or franchise would
      not be reasonably likely to have a material adverse effect on the condition
      (financial or otherwise), business or properties of Lessee and its subsidiaries
      existing on the date of this Amendment, considered as one enterprise and;
provided
      that any
      such failure will not prevent Lessee from performing its obligations under
      those
      Lessee Documents or other Operative Documents to which Lessee is a
      party;

     

    (l) Lessor
      is
      entitled to the protection of Section 1110 of the Bankruptcy Code in
      connection with its right to take possession of the Airframe and Engines in
      the
      event of a case under the Bankruptcy Code in which Lessee is a
      debtor;

     

    (m) no
      part
      of the funds used or to be used by it to satisfy its obligations under the
      Operative Documents constitute or will constitute assets of any “employee
      benefit plan” as defined in Section 3(3) of ERISA or any “plan” within the
      meaning of Section 4975(e)(1) of the Code.

     

    Section
      4. Consent
      and Direction.
      By
      execution hereof, the Owner Participant hereby directs the Owner Trustee to
      enter into this Amendment No. 1 and Amendment No. 1 to the Lease Agreement
      in the form attached hereto as Exhibit A.

     

    Section
      5. Construction.
      All
      references in the Participation Agreement to the “Participation Agreement” or
“this Agreement” shall be deemed to refer to the Participation Agreement as
      amended by this Amendment, and the parties hereto confirm their respective
      obligations thereunder. Except as otherwise specified in this Amendment, the
      Participation Agreement is hereby ratified by the parties hereto and shall
      remain in all respects unchanged and in full force and effect. 

     

    Section
      6. Governing
      Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of New York, including all matters of construction, validity and
      performance. 

     

    Section
      7. Counterparts.
      This
      Amendment may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute but one and the same
      instrument.

     

    [Remainder
      of this page blank.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          7

        

      

    


     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed by their respective officers thereunto duly authorized, as of the
      date
      and year first above written.

     

    REPUBLIC
      AIRLINE INC.

     

    Lessee

     

    By   

     

    Name:

     

    Title:

     

    AFS
      INVESTMENTS [___], INC.

     

    Owner
      Participant

     

    By   

     

    Name:

     

    Title:

     

    WELLS
      FARGO BANK NORTHWEST,

     

    NATIONAL
      ASSOCIATION,

     

    not
      in
      its individual capacity except as expressly provided herein, but solely as
      Owner
      Trustee

     

    By   

     

    Name:
      

     

    Title:

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        7

      

    



    EXHIBIT
      A

    i

     

    AMENDMENT
      NO. 1 TO 

     

    LEASE
      AGREEMENT (US Airways, Inc. [TN])

     

    AMENDMENT
      NO. 1, dated as of [_________], 2005 (this “Amendment”),
      between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
      association, not in its individual capacity, but solely as Owner Trustee (the
      “Lessor”),
      and
      REPUBLIC AIRLINE INC., an Indiana corporation (the “Lessee”),
      to
      Lease Agreement (US Airways, Inc. [TN]), dated as of [LD] (the “Lease”),
      between Lessor and Lessee, as assignee of US Airways, Inc., a Delaware
      corporation (“US
      Airways”).
      Certain terms used herein have the defined meanings referred to in Section
      1
      hereof. 

     

    W I T N E S S E T H
      :

     

    WHEREAS,
      (i) the Lessor and the US Airways entered into the Lease, (ii) the
      Lessor and US Airways entered into Lease Supplement No. 1 to the Lease
      (“Supplement
      No. 1”)
      dated
      [LD] and (iii) the Lease and Supplement No. 1 (US Airways, Inc.
      [TN])
      were recorded by the Federal Aviation Administration on [RD] as one instrument
      and were assigned Conveyance No. [CN];

     

    WHEREAS,
      immediately prior to the execution and delivery of this Amendment, US Airways
      has assigned to Lessee, and Lessee has assumed, all of US Airways’ rights and
      obligations as lessee under the Lease; and

     

    WHEREAS,
      in connection with such assignment and assumption, Lessee has requested that
      the
      Lease be amended in certain respects.

     

    NOW,
      THEREFORE, in consideration of the premises and for good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

     

    Section
      1. Definitions.
      Unless
      otherwise defined or provided herein, terms used herein that are defined
      pursuant to the Lease have such respective defined meanings.

     

    Section
      2. Amendments.
      Effective as of the date hereof, the Lease is hereby amended as
      follows:

     

    Section
      2.1 Voluntary
      Termination.
      Section
      9(b) of Part II of the STM, as incorporated by reference into Section 9
      of
      the Lease, is amended to delete from clause (3)(B) of the second sentence and
      in
      the seventh sentence the following: “if on such Termination Date Basic Rent is
      paid in advance or all unpaid Basic Rent due on such Termination Date if on
      such
      Termination Date Basic Rent is paid in arrears”.

     

    Section
      2.2 Loss,
      Destruction, Requisition, etc.
      Section
      10(a) of Part II of the STM, as incorporated by reference into Section 10 of
      the
      Lease, is amended to delete from clause (i) of the second sentence the
      following: “all Basic Rent due before the date of such payment if on such
      Determination Date Basic Rent is paid in advance or all Basic Rent due on such
      Determination Date if on such Determination Date Basic Rent is paid in arrears
      and”. 

     

    Section
      2.3 Remedies.
      Section
      15 of Part II of the STM, as incorporated by reference into Section 15 of the
      Lease, is amended to delete from lines 10 to 12 of paragraph (c) the following:
      “if Basic Rent is payable in advance on such Termination Value Date or any
      unpaid Basic Rent due on Rent Payment Date on the payment date so specifying
      if
      Basic Rent is payable in arrears on such Termination Value Date”.

     

    Section
      2.4 Burdensome
      Purchase Option.
      Section
      20 of Part II of the STM, as incorporated by reference into Section 20 of the
      Lease, is amended to delete in the second sentence the following: “if Basic Rent
      on such date is payable in advance but including any Basic Rent due on such
      date
      if Basic Rent on such date is payable in arrears”.

     

    Section
      2.5 Definitions.
      Annex A
      to the STM, as used to provide definitions for the Lease and the other Operative
      Documents, is amended as follows:

     

    (a) to
      delete
      in the definition of “Business Day” the reference to “Pittsburgh” and to
      substitute therefor “Indianapolis”.

     

    (b) to
      delete
      the definitions of “Guarantor” and “Guaranty” and substitute therefor the
      following: 

     

    “Guarantor”
      means
      Republic Airways Holdings Inc., a Delaware corporation.

     

    “Guaranty”
      means
      the guaranty, dated as of the date of Amendment No. 1 to the Lease and
      executed by the Guarantor in favor of the beneficiaries identified therein
      with
      respect to Lessee’s obligations under the Operative Documents, as the same may
      be amended, supplemented or modified from time to time to the extent permitted
      by, and in accordance with, the provisions thereof.

     

    (c) to
      insert
      at the end of the definition of “Wet Lease” the following: “For the avoidance of
      doubt, a code share agreement under which the Lessee (or any Sublessee) operates
      the Aircraft under another air carrier’s livery and two-letter flight designator
      code shall not be deemed a Wet Lease.”

     

    Section
      3. Construction.
      All
      references in the Lease to the “Lease” shall be deemed to refer to the Lease as
      amended by this Amendment, and the parties hereto confirm their respective
      obligations thereunder. Except as otherwise specified in this Amendment, the
      Lease is hereby ratified by the parties hereto and shall remain in all respects
      unchanged and in full force and effect. 

     

    Section
      4. Governing
      Law.
      This
      Amendment shall be governed by, and construed in accordance with, the laws
      of
      the State of New York, including all matters of construction, validity and
      performance. 

     

    Section
      5. Counterparts.
      This
      Amendment may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute but one and the same
      instrument.

     

    [Remainder
      of this page is blank.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          4

        

      

    


     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed by their respective officers thereunto duly authorized, as of the
      date
      and year first above written.

     

    WELLS
      FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its 

     

    individual
      capacity, but solely as Owner 

     

    Trustee

     

    


    By_________________________________

    Name:

    Title:

     

    REPUBLIC
      AIRLINE INC.

     

    By_________________________________

    Name:

    Title:

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      10

    TO

    Global
      Aircraft Transaction Agreement

    


     

    SIMULATOR
      SPARE PARTS

     

    


    
      	
               

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    ____

    *
      Confidential


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

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      SCHEDULE
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    SIMULATOR

     

    


    


    


    Operator
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    Aircraft
      Avionics Spares

    


    
      	
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    ____

    *
      Confidential

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SIMULATOR
      MAINTENANCE HISTORY

    


    
      	
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    ____

    *
      Confidential

    


    
      	
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    ____

    *
      Confidential

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      SCHEDULE
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    i

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    ____

    *
      Confidential

    



    
      
        
        

      

      
        
        

        
          

        

      

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    ____

    *
      Confidential


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
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    ____

    *
      Confidential


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
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    ____

    *
      Confidential

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      SCHEDULE
        14

      TO

      Global
        Aircraft Transaction Agreement

    

     

    EQUIPMENT
      DELIVERY CONDITIONS

     

    In
      the
      case of the Simulator or the Door Trainer, it shall be in good operating
      condition, ordinary wear and tear excepted, and functioning in accordance with
      its intended use.

     

    In
      the
      case of the Simulator Spare Parts, each shall be serviceable.

     

    In
      the
      case of the Spare Parts, each shall be serviceable and airworthy.

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      SCHEDULE
        15

      TO

      Global
        Aircraft Transaction Agreement

    

    i

    EQUIPMENT
      DOCUMENTS

    


     

    Simulator

     

    
      	
              (a)

            	
              Documentation
                User Guide and Index

            


    

     

    
      	
              (b)

            	
              Hardware
                Manuals:

            


    

     

    
      	 	
              (1)

            	
              Operation
                Manuals:

            


    

     

    
      	 	
              a.

            	
              Instructors
                Operating Manual

            


    

     

    
      	 	
              b.

            	
              Maintenance
                Operating Manual

            


    

     

    
      	 	
              c.

            	
              Start-up
                and Shutdown Flowchart.

            


    

     

    
      	 	
              (2)

            	
              Maintenance
                Manuals:

            


    

     

    
      	 	
              a.

            	
              Preventive
                Maintenance Manual

            


    

     

    
      	 	
              b.

            	
              Preventive
                Maintenance Schedule Wall Chart

            


    

     

    
      	 	
              c.

            	
              Fault
                Isolation Manual

            


    

     

    
      	 	
              d.

            	
              Maintenance
                Manual

            


    

     

    
      	 	
              e.

            	
              Functional
                Overview Chart.

            


    

     

    
      	 	
              (3)

            	
              Test
                Equipment Documentation.

            


    

     

    
      	
              (c)

            	
              Electronic
                Parts Catalog (EPC)

            


    

     

    
      	
              (d)

            	
              Parts
                List

            


    

     

    
      	
              (e)

            	
              Engineering
                Drawings:

            


    

     

    
      	 	
              (1)

            	
              Top
                drawing

            


    

     

    
      	 	
              (2)

            	
              System
                Schematics

            


    

     

    
      	 	
              (3)

            	
              Unit
                Schematics

            


    

     

    
      	 	
              (4)

            	
              Mechanical
                Assemblies

            


    

     

    
      	 	
              (5)

            	
              Cable
                Assemblies

            


    

     

    
      	 	
              (6)

            	
              Interconnection
                Wire List information

            


    

     

    
      	 	
              (7)

            	
              Procurement
                Specification Control Drawings

            


    

     

    
      	 	
              (8)

            	
              Performance
                Specifications

            


    

     

    
      	 	
              (9)

            	
              Test
                Specifications.

            


    

     

    
      	
              (f)

            	
              OEM
                Documentation

            


    

     

    
      	
              (g)

            	
              Software
                Manuals:

            


    

     

    
      	 	
              (1)

            	
              Vendor-Supplied
                Software

            


    

     

    
      	 	
              (2)

            	
              CAE
                Standard Utilities User’s Guides

            


    

     

    
      	 	
              (3)

            	
              Simulation
                Software Manuals.

            


    

     

    
      	
              (h)

            	
              Acceptance
                Test Documentation.

            


    

     

    Door
      Trainer

     

    The
      following software disks were provided:

     

    
      	·  	
              Door
                Trainer Manual

            


    

     

    
      	·  	
              US
                Airways EMB 170 Door Documentation

            


    

     

    These
      disks include the following:

     

    1. Latecoere
      Component Maintenance Manual with Illustrated Parts List

     

    2. Pressure
      Transducers Modelo 600-300

     

    3. Solenoid
      Valve Installation and Maintenance Manual VD-1 e SL

     

    4. Electric
      Schematic Drawing

     

    5. Maintenance
      References

     

    6. System
      Description

     

    7. Illustrated
      Parts Catalogue

     

    Spare
      Parts

     

    With
      respect to each Spare Part, all records necessary to show serviceability and
      “back to birth” records. “Back
      to
      birth” records for each of the Spare Parts shall include the following
      information:

    1) part
      name;

    2) part
      number;

    3) serial
      number for parts designated as Tracking Level 2 and above;

    4) current
      total time in flight hours or cycles, as applicable, as of the Closing Date
      for
      parts designated as Tracking Level 2 and above;

    5) total
      time in flight hours or cycles, as applicable, at the time of each shop visit
      since new for parts designated as Tracking Level 2 and above;

    6) each
      Spare Part designated as Tracking Level 2 and above shall have a
      serviceable tag or FAA 8130-3 available from the time of each shop visit since
      new and, if available, a manufacturer new delivery certificate of conformity
      or
      its equivalent.

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      SCHEDULE
        16

      TO

      Global
        Aircraft Transaction Agreement

    

    i

    IP
      PARTIES

    


     

    The
      sole
      IP Party is CAE Inc.

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      SCHEDULE
        17

      TO

      Global
        Aircraft Transaction Agreement

    

    i

    TRANSFERS
      TO REPUBLIC

     

    [*]

    


     

    ____

    *
      Confidential

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      SCHEDULE
        18

      To

      Global
        Aircraft Transaction Agreement

    

    i

    REPUBLIC
      AIRWAYS HOLDINGS INC.

    8909
      Purdue Road, Suite 300

    Indianapolis,
      IN 46268

    September
      21, 2005

     

     

    AFS
      Investments XIII, Inc.

     

    AFS
      Investments XI, Inc.

     

    AFS
      Investments 69, Inc.

     

    c/o
      GE
      Commercial Aviation Services LLC

     

    201
      High
      Ridge Road

     

    Stamford,
      CT 06927

     

    
      	 	
              Re:

            	
              Assignment
                by US Airways, Inc. 

            


    

     

    of
      Leases for 15 Embraer ERJ 170 Aircraft

     

    Ladies
      and Gentlemen:

     

     

    Republic
      Airways Holdings Inc. (“Holdings”)
      and US
      Airways, Inc. (“US
      Airways”)
      have
      agreed that US Airways will assign to a wholly-owned subsidiary of Holdings
      that
      holds an air carrier operating certificate issued pursuant to chapter 447
      of title 49 for aircraft capable of carrying 10 or more individuals
      or
      6,000 pounds or more of cargo (the “Republic
      Designee”),
      and
      the Republic Designee will assume, the rights and obligations of US Airways
      as
      lessee with respect to each aircraft listed on Schedule 1 hereto (the
      “Leased
      Aircraft”)
      under
      the Lease Agreements and related documents listed on Schedule 2 hereto
      (the
“Lease
      Documents”),
      subject to certain terms and conditions. There may be different Republic
      Designees for different Leased Aircraft. One of you is the “Owner Participant”
      under the Lease Documents with respect to each Leased Aircraft (the
“Owner
      Participants”).
      Holdings wishes to effect such assignment of the Lease Documents relating to
      each Leased Aircraft pursuant to a Lease Documents Assignment Agreement
      substantially in the form of Schedule 3 hereto (the “Assignment
      Agreement”),
      and,
      in connection with such assignment, to amend the “Participation Agreement”
      included in the Lease Documents with respect to such Leased Aircraft pursuant
      to
      an amendment substantially in the form of Schedule 4 hereto (the
“PA
      Amendment”)
      and to
      amend the “Lease” included in the Lease Documents with respect to such Leased
      Aircraft pursuant to an amendment substantially in the form of Schedule 5
      hereto (the “Lease
      Amendment”).
      The
      consent of the Owner Participant with respect to a Leased Aircraft is required
      for the Assignment Agreement, PA Amendment and Lease Amendment with respect
      to
      such Leased Aircraft (collectively, the “Transactions”)
      to be
      effective. Terms defined in the Lease Documents with respect to a Leased
      Aircraft and used herein with respect to such Leased Aircraft have such defined
      meanings unless otherwise defined herein.

     

    Each
      Owner Participant agrees that it shall execute and deliver to Holdings, with
      respect to its applicable Leased Aircraft, an Assignment Agreement and a PA
      Amendment with respect to such Leased Aircraft and shall instruct the Owner
      Trustee with respect to such Leased Aircraft to execute and deliver to Holdings
      such Assignment Agreement, such PA Amendment and a Lease Amendment with respect
      to such Leased Aircraft, subject to satisfaction (or waiver by such Owner
      Participant) of the following conditions precedent:

    (a) Holdings
      shall have given such Owner Participant at least five Business Days’ prior
      written notice of the scheduled closing date for the Transactions with respect
      to such Leased Aircraft (the “Closing
      Date”),
      and
      such Closing Date shall be on or prior to [*]
      (or such
      later date requested by Lessee and approved by such Owner Participant, which
      approval will not be unreasonably withheld).

     

    ____

    *
      Confidential

    


    (b) On
      the
      Closing Date for such Leased Aircraft, no change shall have occurred after
      the
      date of the execution and delivery of this Letter Agreement in applicable law
      or
      regulations which would make it a violation of law or regulations for such
      Owner
      Participant to enter into the Assignment Agreement or the PA Amendment with
      respect to such Leased Aircraft or for the applicable Owner Trustee to enter
      into the Assignment Agreement, the PA Amendment or the Lease Amendment with
      respect to such Leased Aircraft.

    (c) Such
      Owner Participant shall have received the following with respect to such Leased
      Aircraft, duly executed by the respective parties thereto (the “Transaction
      Documents”):

    (1) the
      Assignment Agreement;

    (2) the
      PA
      Amendment;

    (3) the
      Lease
      Amendment;

    (4) the
      Guaranty of Holdings (the “Guaranty”)
      in
      substantially the form delivered at the closing on August 30, 2005,
      of the
      Lease Agreement (N827MD), between Republic Airline Inc. and Wells Fargo Bank
      Northwest, National Association, as Owner Trustee (the “Prior
      Lease”);

    (5) the
      Airframe Warranty Assignment, together with the Airframe Warranty Consent and
      Agreement (in substantially the form delivered at the closing of the Prior
      Lease); 

    (6) the
      Engine Agreement Assignment (in substantially the form delivered at the closing
      of the Prior Lease); 

    (7) a
      letter
      agreement substantially the same as the letter agreement relating to insurance
      provided by Republic Airline Inc. to General Electric Capital Corporation in
      connection with the Lease Agreements, dated as of August 29, 2005, relating
      to the Embraer ERJ 170 aircraft with U.S. reg. nos. N827MD, N828MD and N829MD;
      and 

    (8) such
      documentation evidencing the Manufacturer’s consent to the Assignment Agreement,
      and its continuation of Manufacturer support in respect of such Leased Aircraft,
      as such Owner Participant shall reasonably require.

    (d) Any
      Uniform Commercial Code financing statements deemed advisable by such Owner
      Participant in connection with the Transactions shall have been prepared by
      the
      applicable Republic Designee and arrangements satisfactory to such Owner
      Participant shall have been made for the filing of such financing statements.
      

    (e) Such
      Owner Participant shall have received the following, in each case in form and
      substance satisfactory to it:

    (1) an
      incumbency certificate of the applicable Republic Designee as to the person
      or
      persons authorized to execute and deliver the Transaction Documents to which
      the
      applicable Republic Designee is a party and the signatures of such person or
      persons;

    (2) a
      copy of
      the resolutions of the board of directors of the applicable Republic Designee
      or
      its executive committee, certified by the Secretary or an Assistant Secretary
      of
      the applicable Republic Designee, duly authorizing the execution and delivery
      of
      each of the Transaction Documents to which it is a party;

    (3) (i)
      a
      copy of the articles of incorporation of the applicable Republic Designee,
      certified by the Secretary of State of the State of Indiana, (ii) a short-form
      certificate of existence of the Secretary of State of the state of incorporation
      of the applicable Republic Designee, dated within five Business Days prior
      to
      the Closing Date and stating that the applicable Republic Designee is in
      existence in such state, and (iii) a copy of the by-laws of the applicable
      Republic Designee, certified by the Secretary or Assistant Secretary of the
      applicable Republic Designee; 

    (4) an
      incumbency certificate of Holdings as to the person or persons authorized to
      execute and deliver the Guaranty and the signatures of such person or persons;
      

    (5) a
      copy of
      the resolutions of the board of directors of Holdings or its executive
      committee, certified by the Secretary or an Assistant Secretary of Holdings,
      duly authorizing the execution and delivery of the Guaranty; and

    (6) (i)
      a
      copy of the certificate of incorporation of Holdings, certified by the Secretary
      of State of the State of Delaware, (ii) a short-form certificate of existence
      of
      the Secretary of State of the State of Delaware for Holdings, dated within
      five
      Business Days prior to the Closing Date and stating that Holdings is in
      existence in the State of Delaware, and (iii) a copy of the by-laws of Holdings,
      certified by the Secretary or Assistant Secretary of Holdings.

    (f) All
      appropriate action required to have been taken prior to the Closing Date in
      connection with the Transactions with respect to such Leased Aircraft shall
      have
      been taken by the Federal Aviation Administration, or any governmental or
      political agency, subdivision or instrumentality of the United States, and
      all
      orders, permits, waivers, authorizations, exemptions and approvals of such
      entities required to be in effect on the Closing Date in connection with such
      Transactions shall have been issued, and all such orders, permits, waivers,
      authorizations, exemptions and approvals shall be in full force and effect
      on
      such Closing Date.

    (g) Such
      Owner Participant and the applicable Owner Trustee shall have received,
      addressed to each of them, the following opinions, dated the Closing Date for
      such Leased Aircraft, in form and substance reasonably satisfactory to such
      Owner Participant:

    (1) An
      opinion of Hughes Hubbard & Reed LLP, special counsel to the applicable
      Republic Designee and to Holdings;

    (2) An
      opinion of internal counsel to the applicable Republic Designee and to Holdings;
      

    (3) An
      opinion of Vedder, Price, Kaufman & Kammholz, P.C., special counsel to US
      Airways;

    (4) An
      opinion of internal counsel to US Airways; and

    (5) An
      opinion of Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional
      Corporation, special FAA counsel, or such other special FAA counsel selected
      by
      Holdings and reasonably acceptable to such Owner Participant.

    (h) The
      applicable Owner Trustee and such Owner Participant shall have received an
      insurance certificate together with an independent insurance broker’s report, in
      form and substance reasonably satisfactory to such Owner Participant, as to
      the
      due compliance with the terms of Section 11
      of the
      Lease relating to insurance with respect to such Leased Aircraft.

    (i) No
      action
      or proceeding shall have been instituted nor shall governmental action be
      threatened before any court or governmental agency, nor shall any order,
      judgment or decree have been issued or proposed to be issued by any court or
      governmental agency at the time of the Closing Date for such Leased Aircraft
      to
      set aside, restrain, enjoin or prevent the completion and consummation of any
      of
      the Transaction Documents or the transactions contemplated and
      thereby.

    (j) No
      Event
      of Default referred to Section 14(e) or (f) of the Lease shall have
      occurred and be continuing, assuming the references therein to “Lessee or
      Guarantor” were instead references to Holdings or any of its
      Subsidiaries.

    (k) Neither
      Holdings nor any of its Subsidiaries shall be in default in the performance
      when
      due (after giving effect to the applicable grace period) of any obligation
      for
      the payment of money due and payable to a GE Entity (as defined in US Airways,
      Inc. Amended and Restated Standard Terms Manual - Single-Investor
      Lease, dated May 28, 2004) or, in the case of any GE Entity that is
      a trust
      (or trustee of trust), in respect of the equity portion of rent, as lessor,
      other than any Excepted Obligation (as defined in US Airways, Inc. Amended
      and
      Restated Standard Terms Manual - Single-Investor Lease, dated
      May 28, 2004).

     

    This
      Letter Agreement may be executed by the parties hereto in separate counterparts,
      each of which when so executed and delivered shall be an original, but such
      counterparts shall together constitute but one and the same instrument. This
      Letter Agreement shall be governed by and construed in accordance with the
      laws
      of the State of New York.

    * * *

    [Remainder
      of this page is blank.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Please
      indicate your agreement with the foregoing by signing below.

    


    Very
      truly yours,

     

    REPUBLIC
      AIRWAYS HOLDINGS INC.

     

    By 

    Name:

    Title:

     

    AGREED:

     

    AFS
      INVESTMENTS XIII, INC.

     

    By 

    Name:

    Title:

     

    AFS
      INVESTMENTS XI, INC.

     

    By 

    Name:

    Title:

     

    AFS
      INVESTMENTS 69, INC.

     

    By 

    Name:

    Title:

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    LIST
      OF
      SCHEDULES

     

    Schedule
      1 - Leased Aircraft

    Schedule
      2 - Lease Documents

    Schedule
      3 - Form of Assignment Agreement

    Schedule
      4 - Form of PA Amendment

    Schedule
      5 - Form of Lease Amendment