EXHIBIT
10.62(e)

      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.


      


      EXECUTION
VERSION

    

     

    
      AMENDMENT
NO. 2 TO AIRLINE SERVICES AGREEMENT

       

      This Amendment No. 2, dated as of June
3, 2009 (this “Amendment”),
to the Airline Services Agreement dated as of September 3, 2008 (the “Agreement”)
is among Midwest Airlines, Inc. (“Midwest”),
Republic Airline, Inc. (“RAI”),
Midwest Air Group, Inc. (“Midwest
Holdings”) and Republic Airways Holdings Inc. (“RAI
Holdings”).

       

      WHEREAS, Midwest, RAI, Midwest Holdings
and RAI Holdings are parties to the Agreement; and

       

      WHEREAS, the parties desire to amend
the Agreement to include seven Embraer ERJ 135LR and five Embraer ERJ 145
aircraft as Covered Aircraft to be operated by RAI pursuant to the terms of the
Agreement;

       

      NOW, THEREFORE, for and in
consideration of the mutual undertakings set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Midwest, RAI, Midwest Holdings and RAI Holdings hereby agree as
follows:

       

      1.           Defined
Terms.  All capitalized terms used herein shall have the
meanings given to such terms in the Agreement.

      


      2.           Amendments.

      


      The
Agreement is hereby amended as follows:

      


      (a)           Exhibit
B of the Agreement shall be deleted and replaced with Exhibits B-1 and B-2 in
Schedule 1 hereto.

      


      (b)           Appendix
1 to Exhibit D of the Agreement shall be deleted and replaced with Schedule 2
hereto.

      


      3.           Condition
Precedent.  This Amendment shall become effective only upon the
execution and delivery of this Amendment by each of the parties
hereto.

      


      4.           Miscellaneous.

       

      (a)           This
Amendment shall be governed by the law of the State of New York (including
without limitation Section 5-1401 of the New York General Obligations
Law).

       

      (b)           This
Amendment may be executed in separate counterparts by the parties hereto, and
each counterpart shall when executed and delivered be an original document, but
all counterparts shall together constitute one and the same
instrument.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c)           Except
as otherwise amended by this Amendment, the Agreement shall remain in full force
and effect.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Airline
Services Agreement to be duly executed and delivered as of the date and year
first written above.

       

      
        
          
            
              
                	 	MIDWEST AIRLINES,
      INC.	 	 	REPUBLIC AIRLINE
      INC.	 
	 	 	 	 	 	 
	By 	
                        /s/
      Christopher S. Hennessey

                      	 	By	
                        /s/
      Robert H. Cooper

                      	 
	 	
                        Christopher
      S. Hennessey, Vice President and Controller  

                      	 	 	
                        Robert
      H. Cooper, Executive Vice President and Chief Financial
      Officer

                      	 
	 	 	 	 	
                         

                      	 


              

            

             

            
              
                
                  
                    
                      	 	MIDWEST AIR GROUP,
      INC. 	 	 	REPUBLIC AIRWAYS
      HOLDINGS INC.	 
	 	 	 	 	 	 
	By 	
                              /s/
      Christopher S. Hennessey

                            	 	By	
                              /s/
      Robert H. Cooper

                            	 
	 	
                              Christopher
      S. Hennessey, Vice President and Controller  

                            	 	 	
                              Robert
      H. Cooper, Executive Vice President and Chief Financial
      Officer

                            	 
	 	 	 	 	
                               

                            	 


                    

                  




                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

       

      SCHEDULE
1

      


      EXHIBIT
B-1

      Covered
Aircraft & In-Service Schedule (EMB 170 and EMB 190)

       

      
        
          	
                  Number

                	
                  Aircraft
      Type

                	
                  Scheduled
      In-Service Day

                
	
                  1.

                	
                  EMB
      170

                	
                  [*]

                
	
                  2.

                	
                  EMB
      170

                	
                  [*]

                
	
                  3.

                	
                  EMB
      170

                	
                  [*]

                
	
                  4.

                	
                  EMB
      170

                	
                  [*]

                
	
                  5.

                	
                  EMB
      170

                	
                  [*]

                
	
                  6.

                	
                  EMB
      170

                	
                  [*]

                
	
                  7.*

                	
                  EMB
      170

                	
                  [*]

                
	
                  8.

                	
                  EMB
      170

                	
                  [*]

                
	
                  9.

                	
                  EMB
      170

                	
                  [*]

                
	
                  10.

                	
                  EMB
      170

                	
                  [*]

                
	
                  11.

                	
                  EMB
      170

                	
                  [*]

                
	
                  12.

                	
                  EMB
      170

                	
                  [*]

                
	
                  13.

                	
                  EMB
      190

                	
                  [*]

                
	
                  14.

                	
                  EMB
      190

                	
                  [*]

                


        

      

      


      *Aircraft
number 7 in Exhibit B-1 shall be a Spare Aircraft

      


      EXHIBIT
B-2

      Covered
Aircraft & In-Service Schedule (ERJ 135 AND ERJ 145)

      


      
        
          	
                  Number

                	
                  Aircraft
      Type

                	
                  Scheduled
      In-Service Day

                
	
                  1.

                	
                  ERJ
      135

                	
                  [*]

                
	
                  2.

                	
                  ERJ
      135

                	
                  [*]

                
	
                  3.

                	
                  ERJ
      135

                	
                  [*]

                
	
                  4.

                	
                  ERJ
      135

                	
                  [*]

                
	
                  5.

                	
                  ERJ
      135

                	
                  [*]

                
	
                  6.

                	
                  ERJ
      135

                	
                  [*]

                
	
                  7.**

                	
                  ERJ
      135

                	
                  [*]

                
	
                  8.

                	
                  ERJ
      145

                	
                  [*]

                
	
                  9.

                	
                  ERJ
      145

                	
                  [*]

                
	
                  10.

                	
                  ERJ
      145

                	
                  [*]

                
	
                  11.

                	
                  ERJ
      145

                	
                  [*]

                
	
                  12.

                	
                  ERJ
      145

                	
                  January
      1, 2010

                


        

      

      


      **Aircraft
number 7 in Exhibit B-2 shall be a Spare Aircraft


      


      *Confidential

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
2

      


      
        
          	
                  Base
      Compensation Rates for EMB Aircraft

                	 
      	 
      	 
      	 
      	 
      
	 
      	
                  COST

                	
                  SUBJECT

                	
                  UNIT
      OF

                	
                  E135

                	
                  E145

                	
                  E170

                	
                  E190

                	
                  PERIODIC

                
	 
      	
                  ELEMENT

                	
                  TO
      ESCALATION

                	
                  MEASURE

                	
                  RATE*

                	
                  RATE*

                	
                  RATE*

                	
                  RATE*

                	
                  ADJUSTMENT

                
	
                  FIXED
      COSTS:

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
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                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                
	
                  VARIABLE
      COSTS:

                	
                  [*]

                	
                  [*]

                	
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                  [*]

                	
                  $5.00

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  NO

                
	 
      	
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                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                
	
                  PASS-THRU
      COSTS:

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
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                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                
	 
      	 
      	 
      	 
      	 
      	 
      


        

      

      Costs and
Rates applicable to training flights operated by EMB 170 aircraft per Section
8.02(d)(ii).

       

      *Confidential

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          	 
      	
                  COST

                	
                  SUBJECT

                	
                  UNIT
      OF

                	 
      	
                  PERIODIC

                
	 
      	
                  ELEMENT

                	
                  TO
      ESCALATION

                	
                  MEASURE

                	
                  RATE*

                	
                  ADJUSTMENT

                
	
                  FIXED
      COSTS:

                	 
      	 
      	 
      	 
      	 
      
	 
      	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  VARIABLE
      COSTS:

                	 
      	 
      	 
      	 
      	 
      
	 
      	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                
	 
      	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                	
                  [*]

                


        

      

       

      *  Costs
expressed in January 2009 economics

       

       

      


       

       

      *Confidential